April 01, 2025

Acquiring the Stock of an Entire Company from a Single Corporate Seller

The stock of a subsidiary or smaller corporation may be held by a single corporate entity. Where there is one stockholder, the representations and warranties about the seller and the company will be made by that corporate stockholder. Liability tends to be straightforward, although the buyer may require the owners of the corporate seller to stand behind representations, warranties, and indemnification obligations. Escrows...

April 01, 2025

Regulatory Due Diligence for Pharma Transactions

This practice note highlights critical regulatory issues to evaluate, questions to ask, and documents to review in deals involving drug products. Read now » Related Content Life Sciences Due Diligence Considerations in M&A Transactions Checklist Identify key considerations for M&A transactions in the U.S. life sciences industry. Practical Guidance Updates Featuring the latest updates from your...

April 01, 2025

Circuit Court: Stay Informed with Our Artificial Intelligence Federal Litigation Tracker

Do you need to stay up to date with key legal developments in Artificial Intelligence (AI) litigation, including labor and employment claims involving AI? Review and set an alert on the Artificial Intelligence: Federal Litigation Tracker . Read now » Related Content Generative Artificial Intelligence (AI) Resource Kit Access current guidance on generative AI, including with respect to workplace issues. ...

April 01, 2025

Trademark Tactics: Pre-suit Considerations in Trademark Infringement Litigation

Review the key issues plaintiff's counsel should consider before filing a federal trademark infringement lawsuit. Understand the extent of your client's trademark rights against an adversary before sending a cease and desist letter or filing a complaint. Read now » Related Content Trademark Enforcement Resource Kit Browse this resource kit providing an overview of trademark enforcement, including...

April 01, 2025

April Fool’s-Proof Coverage: Manage Construction Risks Through Commercial General Liability Insurance

Learn how to specify the insurance to be obtained in a building contract so coverage for construction risks is maximized. Read now » Related Content Builders Risk Insurance and Its Use in Construction Projects Discover the unusual characteristics of builder’s risk insurance and how features of the coverage differentiate it from other commercial policies that can afford some, but not identical, protection...

April 01, 2025

Discover: Key State Laws on Medicaid Successor Liability

Check out this state law survey from Practical Guidance – Healthcare to get an overview of laws and regulations addressing outstanding liability to Medicaid programs after the sale of a provider's assets. Issues covered by the survey include whether state law assigns liability to a current owner, a previous owner, or joint liability and any audit and notification requirements related to successor liability....

April 01, 2025

Debt Counseling and Consolidation

The Consumer Finance Protection Bureau (CFPB) oversees consumer protection laws in debt-related services to ensure fair and transparent practices, as well as safeguard consumer rights. State level efforts complement federal oversight by providing guidance and interpretations on debt counseling and consolidation. Potential risks, including fraud, hidden fees and credit reporting violations, are commonly associated with...

April 01, 2025

Prioritizing Payments: The Role of Waterfall Provisions in Intercreditor Agreements

Check out this practice note discussing the “waterfall” of an intercreditor agreement. A waterfall refers to the order of application of funds or proceeds and is a repayment mechanism by which funds from a loan are paid out in an enforcement scenario. An intercreditor agreement should set out the payment obligations from the proceeds of the borrower’s collateral as between the holders of different levels...

April 01, 2025

Learn How to Become a Solar Farmer

Over the past three years (and even with a change in administration) there has been an increasing push toward renewable energy. With the Inflation Reduction Act of 2022, solar energy received an enormous boost—for the first time, solar developers began receiving the kind of tax incentives and government incentives that had long been given to wind developers. Billions of dollars were allocated to solar projects,...

April 01, 2025

You Can Keep that RSU if You Leave—Provided You Follow the Rules

Restricted stock units (RSUs) are a popular form of executive compensation which grant the recipient the right to receive company shares or a cash equivalent at a specified future date. These units often come with conditions based on time or performance before they vest. Additionally, RSU awards may be subject to forfeiture of unvested units or even clawback of a vested award, such as if an employee leaves for a new job...

April 01, 2025

Post-Breach Messaging: Five Fundamental Questions for Businesses

While there is no single strategy that applies across all businesses and incidents, there are five fundamental questions every business should ask before communicating about a data security incident. These questions are intended to minimize both the legal and business impact of an incident on the organization. Read now » Related Content Data Breach Notification Resource Kit Navigate Practical Guidance resources...

April 01, 2025

Jurisdiction Jolt: Supreme Court's Ruling Sparks New Legal Tactics

Discover how the U.S. Supreme Court's landmark decision in Royal Canin U.S.A., Inc. v. Wullschleger reshapes removal jurisdiction and influences legal strategies. This pivotal ruling addresses the complexities of amending complaints to shift cases between federal and state courts, offering a fresh perspective on jurisdictional "snapshots." Dive into Jim Wagstaffe’s article for insights that could transform...

April 01, 2025

Everything an In-House Bankruptcy Attorney Needs

In-house counsel may advise internal clients on bankruptcy matters and non-bankruptcy alternatives. Check out this resource kit for a collection of Practical Guidance materials covering many of the tasks and issues that in-house attorneys regularly address when the client is filing for bankruptcy or when the client is a lender, supplier, customer, or other interested party to a company that files bankruptcy. Read now...

March 25, 2025

Team Building in Construction Projects: How Integrated Project Delivery Lays the Foundation for Success

In every construction project, stakeholders aim for a successful build that meets the owner's expectations and ensures profitability for all parties involved. However, traditional delivery models like Construction Manager as Constructor (CM), Design-Bid-Build (DBB), or Design-Build (DB) often lead to miscommunication, mistrust, and missed deadlines due to their siloed approach. The Integrated Project Delivery (IPD...

March 25, 2025

Business Profits Taxations and the Importance of Tax Treaties

Explore the taxation of business profits under U.S. international tax treaties, focusing on the critical role these treaties play in preventing double taxation and clarifying cross-border tax obligations. This practice note explores the concept of permanent establishment and the classification of income, providing practitioners with the necessary insights to navigate international taxation challenges. Read now »...

March 25, 2025

Satisfying and Releasing Mortgages and Deeds of Trusts

Mortgages and deeds of trust are two types of security instruments used to protect a lender's interest in real property. Though the type of instrument varies by state, once the loan related to the respective instrument is satisfied, the lender must timely release the mortgage or deed of trust in favor of the borrower to avoid penalties. Check out Practical Guidance’s state law survey for state statutes and regulations...

March 25, 2025

Using Artificial Intelligence in Corporate and M&A Legal Practice Primer

As artificial intelligence (AI) continues to reshape the legal landscape, corporate and M&A attorneys face growing pressure to adopt AI-driven tools to enhance efficiency and reduce costs. This practice note provides a comprehensive guide to AI in M&A legal work, covering its fundamentals, practical applications, and key challenges. From legal research to due diligence, attorneys will gain insights on leveraging...

March 25, 2025

Wholesale Drug Distributor Licensing State Law Survey

This state law survey covers key issues related to operating wholesale drug distributors in the 50 U.S. states and District of Columbia, including products regulated, licensing requirements, and designated representative requirements. Read now » Related Content General Drug Labeling Checklist Understand general labeling requirements for drugs sold and marketed in the United States. Practical Guidance...

March 25, 2025

Missed Steps/Missteps: Exhaustion of Administrative Remedies under Federal Discrimination Laws

Do you need guidance on the requirement that plaintiff employees exhaust administrative remedies under federal employment discrimination laws? Read our newly published practice note, Administrative Exhaustion and Statutes of Limitations (Employment Discrimination) , by Matthew J. Gagnon of Ogletree Deakins. Read now » Related Content Title VII Compliance Issues Learn best practices for complying with Title...

March 25, 2025

Estoppel Essentials: Navigating IPR and Post-IPR Patent Challenges

Read this practice note for key insights on effectively navigating estoppel under 35 U.S.C. § 315(e) and its impact on inter partes review (IPR) and post-IPR strategy, including considerations in deciding whether to petition for IPR, the impact of estoppel on how to draft a petition, and the implications of estoppel on future patent litigation. Read now » Related Content Coordinating PTAB Proceedings...

March 25, 2025

Stop! In the Name of Compliance: Ain’t No Mountain High Enough to Escape Enforcement Actions

Learn about the proceedings that state insurance regulators may bring against insurers for violating provisions of a state insurance code or administrative regulations. Read now » Related Content Creating and Maintaining Good Relationships between Regulators and Insurers Review actions insurers and their attorneys should take and important considerations upon which an insurer must focus during the course...

March 25, 2025

HIPAA Hooray! Check Out This Data Use Agreement

Check out this template from Practical Guidance – Healthcare that may be used by a covered entity subject to the Health Insurance Portability and Accountability Act (HIPAA) and a third-party researcher to whom the covered entity may disclose a limited data set for research, public health, or healthcare operations. The template includes guidance, drafting notes, and alternate clauses. Read now » Related...

March 25, 2025

ATM Regulations State Law Survey

Automatic teller machine (ATM) regulations ensure consumer protection, security, and accessibility. Innovations in digital banking and mobile payments are prompting regulators to adapt policies to keep pace with technological advancements and consumer needs. Explore this U.S. 50 state, District of Columbia, and U.S. territories law survey for key ATM regulations including fees, restrictions, and disclosures. Read now...

March 25, 2025

Navigating the Global Financial Landscape: Key Resources for Attorneys

Unlock the complexities of cross-border financing. This resource kit provides an overview of these international deals encompassing a variety of structures, including loans to non-U.S. borrowers and guarantees or security interests granted by non-U.S. loan parties. Don’t miss out on essential tips to enhance your practice and stay ahead in the global market! Read now » Related Content Cross-Border...

March 25, 2025

Making Wise Use of an ERISA Plan Investment Committee

Plan sponsors have a fiduciary obligation to prudently select and manage the investment options they offer participants in a retirement plan, and the obligation is under special scrutiny by participants in a plan with participant-directed investments. Plan sponsors often establish an investment committee that is responsible not only for selecting, but also monitoring, plan investment options, on a periodic basis, to be...