April 02, 2024

Blue Sky Law Compliance in Securities Offerings

Unless an exemption applies regarding the security or the transaction, every offer or sale of a security that is not a "covered security" under the National Securities Markets Improvement Act of 1996 is subject to registration requirements under the Blue Sky Law of each state in which the offer or sale is made. Read this practice note to gain a fuller understanding of when and how companies must comply with...

April 02, 2024

Should you Implement a Voluntary Product Recall Program?

Review this guidance on implementing a voluntary product recall program, including creating a recall plan, notifying consumers, and reporting the recall the regulators. Read now » Related Content Product Recalls Read an overview of voluntary and mandatory product recalls in the United States. Product Recall in International Jurisdictions Find links to international guides addressing essential aspects...

April 02, 2024

Stay in the Know on Key FTC Enforcement Actions

Our regulatory enforcement tracker highlights the resolution of recent key enforcement actions undertaken by the Federal Trade Commission (FTC) regarding the regulation and protection of consumer privacy in the United States. Read now » Related Content Data Breach Notification Resource Kit Find Practical Guidance content covering data breach management and notification requirements, including practice notes...

April 02, 2024

Don’t Go—Just Yet. Using Retention Agreements to Retain Key Employees in Changing Times

When an employer contemplates an acquisition or merger, or a special project, it often wants to be sure that it can keep certain employees either during or after the corporate transaction or event. To incentivize employees to stay with the employer, retention agreements provide retention bonus pay, enhanced severance, equity (including stock options or acceleration of such options), or a combination of these types of...

April 02, 2024

Learn How to Become a Solar Farmer

Over the past two years 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 that had long been given to wind developers. Learn what it takes to build out a solar development and help your clients become the solar farmers of the future. Read now...

April 02, 2024

Amend It and Extend It!

Read this new practice note discussing current market trends in amend and extend provisions in publicly filed credit agreements from the second half of 2023 and the first quarter of 2024. The data analyzed in this practice note was obtained using Market Standards , Practical Guidance’s searchable database of publicly-filed credit agreements enabling users to search, compare, and analyze credit agreements using approximately...

April 02, 2024

Privacy Requirements for Financial Institutions

The privacy landscape is changing for financial institutions as more states pass laws to protect consumer personal information and data. State privacy laws seek to mandate how financial institutions obtain and share consumer data. Explore this personal data state law survey for state restrictions on dissemination of nonpublic personally identifying information relating to social security numbers, victims, and minors,...

April 02, 2024

New Managed Care Contract Clauses!

Incorporate these three new clauses into your clients’ managed care agreements between insurers and healthcare providers. Address notice, amendment, and term and termination provisions. Establish how the parties to managed care agreements govern the form and timing of legally binding notice given by one party to another, modify their existing agreements, and define how long their agreements will have effect and...

April 02, 2024

States Step Up on Data Privacy Regulation

Explore compliance challenges businesses face in the absence of comprehensive federal data privacy law. Features insight from Practical Guidance data security and privacy attorney Barbara Reece . Read now » Related Content Creating Insurance Company Data Protection Policies and Procedures Video Listen to compliance expert Dan Cotter explain the important steps insurers must take to create solid data protection...

April 02, 2024

Settling the Score: Commissioning a Musical Composition for Film

This work made for hire agreement is for use by a producer who is commissioning original music from a composer for an independent motion picture. Read now » Related Content Music Contracts Tune in to this practice note for an overview of common agreements in the music industry, from online music distribution agreements and master use licenses to catalog acquisitions and NFT sales. Online Music Distribution...

April 02, 2024

Don’t Be (April) Foolish—Use Practical Guidance to Hone Your Workplace Investigative Skills

Do you need to conduct workplace investigations? Let Elena Paraskevas-Thadani — Founder and President of EPT Legal, Association of Workplace Investigators Certificate Holder (AWI-CH), and licensed private investigator — guide you through the best practices for conducting effective workplace investigations in this short practice video. Watch now » Related Content Workplace Investigation Resource...

April 02, 2024

To the Ramparts! Defending Against Hostile Takeovers

For boards of directors, management teams, and their counsel, understanding options in how to respond to a hostile takeover or unsolicited acquisition proposal, and how to implement those responses, is critical to a successful hostile takeover defense. On the other side of the equation, unsolicited bidders and potential buyers must carefully consider available strategies to maximize the success of their offer, proxy solicitation...

April 02, 2024

Coping with Tax Withholding: Withholding on Supplemental Wage Payments

When paying wages that supplement an employee’s standard income, such as when employers pay bonuses, commissions, awards, and even overtime pay and severance, employers can use the supplemental federal tax rate instead of wage withholding tables. The hit on the employee can be especially hard—with state withholding and FICA taxes included, reduction of the total by nearly 40% is impactful. The federal supplemental...

April 02, 2024

To the Ramparts! Defending Against Hostile Takeovers

For boards of directors, management teams, and their counsel, understanding options in how to respond to a hostile takeover or unsolicited acquisition proposal, and how to implement those responses, is critical to a successful hostile takeover defense. On the other side of the equation, unsolicited bidders and potential buyers must carefully consider available strategies to maximize the success of their offer, proxy solicitation...

March 26, 2024

Counting Your Steps Toward Confirmation

Are you counting your daily steps for a healthier lifestyle? Debtors that are reorganizing also count the days until they emerge from bankruptcy as a healthier entity! Check out this resource kit, which includes Practical Guidance materials on confirming a Chapter 11 plan, including detailed practice notes, templates, and checklists. Read now » Related Content Contents of a Chapter 11 Plan Read this discussion...

March 26, 2024

Don’t Google Generative AI Court Rules… Save This Email Instead!

Why Google AI court rules when you can use our Generative AI Federal and State Court Rules Tracker instead? Practical Guidance Civil Litigation updates this tracker as new rules are released so you can be sure you have the most up-to-date information available, all in one place! Bookmark the Tracker or opt for an email alert every time the Tracker is updated. All you need to do is read the first line to see what rules...

March 26, 2024

Drafting Subscription Agreements for a Private Placement, Common Stock

A subscription (or purchase) agreement is a document that formalizes the contractual obligation for an investor to buy securities in a securities offering. Private placements can be made according to an exemption or safe harbor under Section 4(a)(2) of the Securities Act, Rule 506(b) under the Securities Act, or Rule 506(c) under the Securities Act. Use this template to draft a subscription agreement for a private placement...

March 26, 2024

Defending Design and Construction Defect Claims

Effective defense of design and construction defect claims requires defense counsel to be proactive at the beginning of a claim to develop a plan for resolution. This includes defense counsel considering the relationship between the parties in the project, evaluating the applicable contracts, timely putting potential parties on notice of claims or bringing them into the lawsuit, and developing a plan for discovery, document...

March 26, 2024

Know Your Rights! Remedies and Damages in Commercial Disputes

Review guidance on remedies and damages that may be available following a breach of a commercial contract. Learn more in this new resource kit. Read now » Related Content Damages for Breach of Commercial Contract Review the categories of damages available to a contracting party for breach, including compensatory/actual, general/direct, consequential/special/indirect, incidental, punitive/exemplary, and liquidated...

March 26, 2024

Find Expert Answers on Fundamental Data Privacy Law Questions

Sheppard Mullin partner Liisa Thomas answers questions on common themes in U.S. privacy laws, whether they differ from other countries, the benefits of general versus sector-specific privacy laws, and how companies can best navigate the privacy landscape. Watch now » Related Content Data Security Law Fundamentals Video Get answers to questions on the general landscape of U.S. data security laws and their...

March 26, 2024

Proxies, DEI, ESG, and Social Responsibility; It’s All in the Mix

The 2024 proxy season is close. Public companies should review their policies, procedures, and disclosures related to diversity, equity, and inclusion (DEI) and environmental, social, and governance (ESG) statements and commitments. Think of climate change and greenhouse gas emissions disclosures among these considerations. Read now » Related Content Proxy Statement and Annual Meeting Resource Kit Review...

March 26, 2024

Watch This! Government Concessions Video

Watch this new video discussing the concession contract, which governs the relationship between a governmental authority (which, in the context of cross-border project finance will typically be the host government) and the project company. Read now » Related Content Energy Finance Resource Kit Review this resource kit providing information about financing options for different types of energy projects. ...

March 26, 2024

What You Need to Know About Fair Credit Reporting Act Disclosures

Persons or entities that assemble or evaluate consumer credit information and furnish these consumer reports to third parties are consumer reporting agencies under the federal Fair Credit Reporting Act (FCRA). Consumer reporting agencies are responsible for clear and accurate disclosure to a consumer upon request. Explore this FCRA video, by Kirk Nahra, Partner at WilmerHale, for key information on disclosure and reporting...

March 26, 2024

Contract Review and Approval Policy (Hospitals and Health Systems)

Adopt this template policy and procedure document to establish standardized procedures for the review, evaluation, and approval of all contracts entered by your healthcare organization clients. Ensure that all contracts executed by your clients align with their missions, values, goals, and legal obligations. Use this policy and its directives when advising your clients to maintain the integrity, efficiency, and reputation...

March 26, 2024

To Reschedule or Not to Reschedule: Anticipated Cannabis Developments in a Presidential Election Year

Learn about what to expect in the cannabis space during 2024, and the impact potential changes could bring. Read now » Related Content Understanding the Cannabis Industry and Its Insurance Market Analyze how the cannabis industry's particular insurance needs have created an entirely new insurance market and how an understanding of that market requires an understanding of the unique business aspects,...