April 23, 2024

Has Your Contract Been KO'd in OK?

Learn more about the categories of damages available to a party for breach of contract in Oklahoma, including compensatory, general, consequential, incidental, and liquidated damages, as well as contractual damage limitation provisions. Read now » Related Content Damages for Breach of Commercial Contract Checklist (OK) Use this checklist when negotiating, drafting, or reviewing damages provisions in an Oklahoma...

April 23, 2024

Compliance Guidance for your Data Processing Agreements

Stay compliant in your written agreements between controllers and processors of personal data. Many states have passed comprehensive consumer privacy laws, with many more legislatively proposed. All these states thus far require that the controller/processor contract governing data processing procedures include certain provisions. Read now » Related Content Strategies for Developing a Multistate Privacy...

April 23, 2024

Smell the Roses! Garden Leave Provisions in Employment Agreements and Restrictive Covenants

Employers sometimes require employees to provide a specific amount of notice before resigning. This is likely set forth in the terms of an employment agreement. During the notice period, employers may instruct the employee not to come to work, but the employer keeps the employee on its payroll. This practice is often referred to as garden leave. Read now » Related Content Garden Leave Clause (Employment...

April 23, 2024

Recent Trends in Unrestricted Subsidiary Provisions

Read this new practice note providing an overview of unrestricted subsidiary provision trends. Unrestricted subsidiaries typically are designated by the borrower and excluded as subsidiaries for purposes of covenant compliance in the credit agreement. The data analyzed in this practice note was obtained using Market Standards , the searchable database from Practical Guidance of publicly-filed credit agreements and commitment...

April 23, 2024

Understanding UDAAP Compliance in Automobile Repossession

According to a recent Compliance Bulletin issued by the Consumer Financial Protection Bureau (CFPB), examinations of lenders and loan servicers have uncovered violations of the unfair, deceptive, or abusive acts or practices (UDAAP), as defined under the Dodd-Frank Act, and other federal consumer protection laws during automobile repossession. The CFPB intends to hold lenders and loan servicers accountable for these UDAAP...

April 23, 2024

Inter-Facility Patient Transfer Policy!

Provide direction to your hospital and health system clients and their workforce members regarding the appropriate methods for transferring patients to and from other, unaffiliated hospitals and healthcare facilities. Promote patient safety and continuity of care. Establish a standardized approach for patient transfers to ensure that they receive the appropriate level of medical attention throughout the transfer process...

April 23, 2024

After the Flood: Post-Breach Tips

Binge the next episode in Tom Bentz’s cyber insurance video series to learn what to do (and not do) after a data breach. Watch now » Related Content Cyber Insurance: Critical Insurance Issues Video Dive into the nuances underlying cyber liability coverage, including who gets to control the defense. Cyber Insurance: Basics Video Get clarity on cyber coverage basics and the difficulties that can...

April 23, 2024

AI-Generated Works: Copyright Application Dos and Don’ts

Learn how to advise clients seeking to copyright works made using artificial intelligence (AI). Understand best practices for working with the Copyright Office and complying with its guidance regarding copyright registration of AI and machine learning-generated works. Read now » Related Content Artificial Intelligence: Intellectual Property Regulatory Tracker Review recent AI-related guidance, decisions...

April 23, 2024

Seal the Deal! See Our Employment Discrimination Settlement Strategies Video

Are you interested in learning strategies when structuring settlements for employment discrimination claims? Watch our new video on Settlement Strategies for Employments Discrimination Claims (Pro-Employer), by Alex Karasik of Duane Morris. Watch now » Related Content Settlement Agreements: Initial Assessment, Drafting, and Negotiating Techniques (Pro-Employer) Understand material issues regarding employment...

April 23, 2024

Alternative Dispute Resolution Provisions in Life Sciences Agreements

Understand the role of ADR mechanisms in drug, medical device, biologics, and other life sciences agreements. Read now » Related Content Life Sciences Due Diligence Considerations in M&A Transactions Checklist Identify key due diligence considerations for life sciences M&A transactions. Mutual Non-disclosure Agreement (Pharmaceutical or other Research Organization) Draft a mutual non-disclosure...

April 23, 2024

Cover Every Occurrence with Representation and Warranty Insurance

Representations and warranties insurance (also referred to as reps and warranties insurance, RWI, or R&W insurance) is designed specifically to cover losses resulting from unknown breaches for all of a seller's representations and warranties in a private acquisition agreement. This achieves three main objectives: (1) to supplement a buyer's existing indemnification limits (i.e., indemnity cap, survival periods...

April 23, 2024

ESG Best Practices for Private Fund Sponsors

Environmental, social, and governance (ESG) remains an area of intense focus for private fund sponsors, private fund investors, and government regulators. Despite certain regulatory and political headwinds, the rise of ESG investing shows little sign of abating. Get expert guidance from Jonathan Rash of Ropes & Gray LLP on best practices for fund sponsors negotiating ESG issues with investors and managing the evolving...

April 23, 2024

Who’s Responsible for Real Estate Environmental Liabilities—Seller or Buyer?

The ever-growing number of environmental laws has significantly affected real estate acquisitions. Nearly every purchase agreement will contain environmental representations and warranties, with the seller disclosing known environmental matters, and the parties allocating liability for environmental issues. Use these environmental representations and warranties clauses in a commercial purchase and sale agreement. Read...

April 23, 2024

It’s Okay to Ask. Private Letter Ruling Requests

A private letter ruling request is a request to the IRS by a taxpayer (an individual, business, or other entity) requesting the IRS to address, in writing, a specific tax situation that applies to the taxpayer, inquiring about its status for tax purposes or the tax effects of its acts or transactions. The procedures and user fees for obtaining a letter ruling are published annually in the first revenue procedure of each...

April 16, 2024

April Showers Brings Mega Bankruptcy Filings!

We are just over two weeks into April and over 10 entities have already filed mega Chapter 11 bankruptcies. Check out this handy resource to help you keep track of new mega Chapter 11 bankruptcy filings. The tracker provides a summary of certain first-day filings, a list of the debtors’ largest creditors, links to related Practical Guidance content, and more. Don’t forget to set an alert, so you are notified...

April 16, 2024

Out with the Old: Lateral Moves for Litigation Attorneys

Out with the old, in with the new! We survived a solar eclipse and northeastern earthquakes, so maybe you’re ready for a change. If so, find everything you need to know about lateral moves for civil litigation attorneys in our expert-authored practice note. Our experts provide solutions to many obstacles to a successful move as well as high-level guidance to make sure you keep sight of the big picture. Check it...

April 16, 2024

SEC Adopts New Climate Change Disclosure Requirements

The SEC adopted final rules on March 6, 2024, introducing new disclosure requirements applying to registration statements and annual reports for certain types of public companies. Read this article to get an overview of the required disclosures, how the rules affect different types of companies, and the complex phase-in schedule. Read now » Related Content Environmental, Social, and Governance (ESG) Resource...

April 16, 2024

Have You Been Assigned?

Obtain guidance and information relating to the assignment of rights and obligations in commercial agreements. Read now » Related Content Commercial Contract Assignment Learn about the assignability of commercial contracts in this practice note. Assignment and Assumption Agreement (Novation) Use this template to transfer an agreement from one party to another. Notice of Assignment Send this letter...

April 16, 2024

Five Questions to Consider Before Post-Breach Communications

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 five 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...

April 16, 2024

Treat Me Right! Build a Supplemental Executive Retirement Plan for Your Executive Employees

Supplemental Executive Retirement Plans, or SERPs, are structured to avoid most rules that apply to qualified plans that limit the ultimate benefit that can be derived from the plan. SERPs are simply contractual promises to participants to pay an amount to them in the future (in the payment form(s) provided under the SERP). The SERP may be structured as an account balance plan and provide supplemental defined contribution...

April 16, 2024

What Phase Are We In?

Wind leases generally contain an option or development phase, where a wind developer runs tests and then maintains the ability to decide whether to proceed with the wind development. This period of years is all-important, as a nine or ten figure investment is predicated on the outcome of testing during this phase. Learn how to negotiate an option phase clause on behalf of your clients by watching our Wind Leases: Option...

April 16, 2024

Keep This Confidential: Confidentiality Agreements in Financing Transactions

Learn how to use confidentiality agreements in financing transactions. Confidentiality or non-disclosure agreements are used by borrowers and potential lenders contemplating a proposed financing transaction to ensure that information delivered during negotiations is kept confidential and is used by the recipient solely for the purpose of deciding whether to participate in the transaction. Read now » Related...

April 16, 2024

Fintech and Emerging Payments Technology

Following the 2023 bank failures, bank regulators continue to scrutinize the regulatory compliance of financial technology (fintech) companies, particularly those companies partnering with banks in the payments space. Federal banking agencies have broad supervisory and enforcement authority over fintech companies, and agencies, such as the Consumer Finance Protection Bureau, are increasingly exercising such supervision...

April 16, 2024

New Value-Based Arrangement Videos!

Learn about value-based care in this video—the first in a four-part series by Sheppard Mullin partner Amanda Zablocki, who discusses the fundamentals of value-based arrangements (VBAs). Watch the series to understand the purposes behind VBAs, how to construct them, and how to meet the applicable exceptions and safe harbors, respectively, under the federal Physician Self-Referral Law (Stark) and the Anti-kickback...

April 16, 2024

Lights! Camera! Action! Critical Cyber Insurance Issues Video

Here’s another eye-opener in our cyber insurance video series, that dives into the nuances underlying cyber liability coverage, including who gets to control the defense . Watch now » Related Content Cyber Insurance: Basics Video Get clarity on cyber coverage basics and the difficulties that can arise when choosing among cyber liability policies. Creating Insurance Company Data Protection Policies...