March 12, 2024

I’ll Be Direct: Direct Listings vs. Traditional IPO Comparison Chart

In a direct listing of securities, an issuer lists their securities directly on an exchange without first selling securities to underwriters. Although many of the exchange requirements are the same, the required minimum market value of shares, offering costs, lock-up practices, and pricing mechanisms are different. Read this chart for a look at the major differences between a direct listing and a traditional IPO. Read...

March 12, 2024

I’ll Be Direct: Direct Listings vs. Traditional IPO Comparison Chart

In a direct listing of securities, an issuer lists their securities directly on an exchange without first selling securities to underwriters. Although many of the exchange requirements are the same, the required minimum market value of shares, offering costs, lock-up practices, and pricing mechanisms are different. Read this chart for a look at the major differences between a direct listing and a traditional IPO. Read...

March 12, 2024

Drone Use in Construction

There are many ways a drone can assist in the planning, design, and construction of a heavy-highway or green energy construction project. For contractors building vertically, drones offer less assistance. Learn about drone uses for contractors during construction of a heavy-highway, solar, or wind energy projects and as well as the limited assistance drones can provide for vertical construction such as multi-housing projects...

March 12, 2024

Keep Your Loan Transaction Confidential

Acquire information on the use of non-disclosure agreements (NDAs) in secured loan transactions to protect your client/borrower's confidential information that lenders will often require as part of their due diligence process, including important terms that should be addressed in NDAs. Read now » Related Content Confidential Information Protections Read about protections for confidential information...

March 12, 2024

Does the Government Keep Your Personal Information Safe?

Find guidance in this Q&A practice note on the protection of personal information in government records in California. It answers questions such as whether California protects personal information in DMV records, library records, vital records, real property records, court records, and voting records. Check out our State Law Comparison Tool to see how other states’ laws compare. Read now » Related...

March 12, 2024

What’s the Plan? Addressing Post-Merger Employee Benefits

Long before the closing agreement is signed, the acquiring company has to decide what to do with employees who transfer with the bargain and the benefit plans in which they’ll participate. In asset acquisitions where the buyer does not acquire the seller's employee benefits plans, or in a carve-out transaction where the parent or seller's plans do not transfer to the buyer, the acquired employees need to...

March 12, 2024

Hit the Mark with These Benchmark Interest Rate Replacement Clauses

Interest rate replacement clauses became very important in the transition from LIBOR to Term SOFR. Now that Term SOFR has become the prevalent benchmark interest rate, the benchmark replacement provisions have adjusted to cover the contingency of Term SOFR or the then-current benchmark becoming unavailable. These clauses specify what happens once the administrative agent is no longer able to ascertain the benchmark interest...

March 12, 2024

Cryptocurrency Litigation and Regulatory Proceedings Tracker - Updated

Litigation and regulatory enforcement actions by federal and state regulators have dominated the news feeds in the past months. Review the Cryptocurrency and Litigation tracker, developed by Jason Gottlieb, Partner at Morrison Cohen LLP, for up to date information on key cryptocurrency litigation and administration proceedings from the Securities Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC),...

March 12, 2024

Photographs and Videos Policy (Hospitals and Health Systems)

Adapt this policy to your hospital and health system clients’ compliance programs regarding the taking, use, and storage of photographs and videos of patients. Address photographs and videos taken of workforce members, as well as photographs and videos taken by patients and visitors. Protect the privacy and confidentiality of patients, workforce members, and visitors while ensuring with the Health Insurance Portability...

March 12, 2024

No-Fault, Mini-Torts, and a Policyholder Bill of Rights: Auto Insurance Overhaul in the Wolverine State

Learn about major changes to auto insurance laws in Michigan. Read now » Related Content Consumer Automobile Insurance Coverage State Law Survey Analyze consumer automobile insurance coverage requirements across the 50 states, Guam, the U.S. Virgin Islands, Puerto Rico, and the District of Columbia. Automobile Insurance Coverage Issues (First-Party) Discover the key issues and strategies to consider...

March 12, 2024

Responding to a Copyright Complaint Checklist

Draft your response to a complaint for copyright infringement with confidence using this checklist covering the timing required for filing a response to the initial complaint; motions to dismiss and for a more definite statement; pleading requirements; filing and serving the response; defenses; counterclaims; and amendments. Read now » Related Content Copyright Litigation Prefiling Checklist Review this...

March 12, 2024

Expecting Pregnancy Accommodation Content? Practical Guidance Delivers

Do you need pregnancy accommodations policies that cover key topics for pregnancy accommodations including notice and other employer obligations? Review our newly published pregnancy accommodation policies for Pittsburgh and Philadelphia employers: Pregnancy Accommodations Policy (with Acknowledgment) (Pittsburgh) and Pregnancy Accommodations Policy (with Acknowledgment) (Philadelphia). Read Pittsburgh Policy now »...

March 12, 2024

Clinical Trials Resource Kit

Find essential Practical Guidance resources for understanding key concepts and considerations related to setting up and managing human subjects research and clinical trials for drugs and medical devices. Read now » Related Content HIPAA Authorization to Use and Disclose PHI in Clinical Research Use this template when a clinician or researcher anticipates collecting an individual's protected health information...

March 12, 2024

Show Me the Money! Purchase Price Adjustments in M&A

Valuation of a target must account for many factors, and transaction parties want to ensure the price accurately reflects the true value of the business. A purchase price adjustment provision is a mechanism by which the purchase price may be increased or decreased as a result of changes to the target company’s financial condition or other specific factors between signing and closing. The adjustment operates to better...

March 12, 2024

Why are Lease Subordination Clauses Used?

Mortgage lenders typically require leasehold interests to be subordinate to the lender’s interests. Consequently, commercial property landlords want tenants to agree to a subordination clause so that the lease is subordinate to any existing or future mortgages on the property. In exchange for subordination, commercial tenants want a non-disturbance agreement from lenders, which is contained in a subordination, non...

March 12, 2024

Too Soon to Say Goodbye? Sunset of Tax Cuts and Jobs Act Provisions: What’s Next?

When enacted in 2017, the Tax Cuts and Jobs Act of 2017 (TCJA) introduced the most sweeping changes to the Internal Revenue Code since the Tax Reform Act of 1986. Without Congressional action to extend them, many of the TCJA changes, which were only temporary, will sunset at the end of 2025. This will have broad impacts on tax practitioners and their clients. Read now » Related Content Tax Cuts and Jobs...

March 05, 2024

Are You Protected by the Bankruptcy Code’s Safe Harbor Provisions?

Section 546(e) of the Bankruptcy Code's safe harbor prevents avoidance in bankruptcy of certain securities, commodity, or forward-contract payments. Check out this expertly drafted article discussing a recent decision addressing the Section 546(e) safe harbor. Read now » Related Content Safe Harbor Provisions for Financial Contracts Use this practice note to understand the Bankruptcy Code’s safe...

March 05, 2024

Discovery Requests: March in Like a Lion

… and make opposing counsel respond like a lamb. Sometimes it’s not what you ask, but how. Jim Wagstaffe and the Wagstaffe Group share their tips and insights in drafting requests for production to best serve your client in our annotated template. You can tailor the template, which includes drafting notes and optional and alternate clauses, to perfectly suit your case. Check it out at the link below! Read...

March 05, 2024

SEC Adopts Rules on Special Purpose Acquisition Companies, Shell Companies, and Projections: Client Alert Digest

The SEC adopted rules and rule amendments on January 24, 2024, that impose a considerable amount of new disclosure requirements for special purpose acquisition companies (SPACs) relating to sponsors, conflicts of interest, de-SPAC transactions, and more. The SEC also eliminated the use of the Private Securities Litigation Reform Act blank check companies safe harbor for SPACs, set minimum dissemination period for Forms...

March 05, 2024

Learn the Fundamentals of Commercial Torts

Gain knowledge of the duties and relationships from which tort claims may arise in a business or commercial context, the relationship between business contract and tort claims, common commercial tort claims, and potential remedies. Read now » Related Content Unfair Business Practices Claims Learn how to investigate, prepare, or defend various unfair business practices claims. Common Law Fraud in the...

March 05, 2024

No Phishing Allowed: Protecting Your Email from Compromise

This video from our Modern Approaches to Cybersecurity series features cyber risk expert Pierson Clair discussing business email compromise (BEC) through phishing attacks. BEC is one of the most common ways that threat actors target attorneys. Find out how to limit your risk! Watch now » Related Content New! Modern Approaches to Cybersecurity: Types of Threat Actors Video Learn about the different types...

March 05, 2024

Don’t Take a Chance: Manage Your Health and Welfare Plan Risks

Fiduciary risk in sponsoring health and other welfare plans has grown with the passage of the Affordable Care Act and the Consolidated Appropriations Act, 2021 (which includes the No Surprises Act). Cost and expense transparency can lead to participants’ second-guessing the sponsor’s choices with respect to these plans. That could mean that investment/fiduciary committees, normally focused on retirement plans...

March 05, 2024

Stay Above the Smog by Learning About Clean Air Compliance

With the Clean Air Act in the news recently, help your clients understand their obligations with regard to existing and expected regulations by reviewing our practice note, Air Compliance and Enforcement Trends Affecting the Energy Sector. Read now » Related Content Energy and Climate Change Policies and Regulations Tracker Track all of the latest updates to climate change and energy-related environmental...

March 05, 2024

Corporate Transparency Act: New Clauses for Credit Agreements

Need to comply with the Corporate Transparency Act (CTA)? Add these clauses to your credit agreement to address the requirements for the borrower and the lender to collect and review beneficial ownership information under the CTA. Read now » Related Content Corporate Transparency Act Regulations and Guidance Tracker Check out this tracker providing a summary of relevant Financial Crimes Enforcement Network...

March 05, 2024

FDIC's New Advertising and Signage Rule

The Federal Deposit Insurance Corporation (FDIC) recently amended rules governing the use of FDIC signage, advertising statements, and insurance coverage misrepresentation. This article provides a comprehensive analysis of the changes to Subpart B of 12 CFR Part 328 and includes clarification of coverage for non-deposit products and the inapplicability of FDIC insurance coverage for financial products such as crypto assets...