November 28, 2023

Do You Represent Clients Across Several States? We Can Help!

Use Practical Guidance’s State Law Comparison Tool (SLCT) to compare real estate laws among several states. With SLCT you can customize and generate a report tailored to your needs for comparing state laws on commercial real estate financing, ownership, leasing, and more. Click on the link below to try it out. Read now » Related Content Type of Security Instrument Used: State Law Comparison Tool Report...

November 28, 2023

Health FSA and Transportation Fringe Exclusion Maximums Rise for 2024

Closely following the IRS’s announcement of 2024 inflation-adjusted limits for retirement plans ( Notice 2023-75 ), the IRS also has announced its 2024 inflation-adjusted limits for health FSAs, qualified transportation fringes, income tax rates, and other indexed amounts under the IRC. Review the new limits here , as well as the updated qualified transportation fringe exclusion for pre-tax employee savings or nontaxable...

November 14, 2023

Negotiating Antitrust Consent Decrees

Under the current administration, the FTC and DOJ are reluctant to settle deals with competition concerns and skeptical of whether divestitures remedy the alleged competition lost as a result of a transaction. In this enforcement environment, it behooves parties to fully understand best practices for negotiating with the enforcement agencies. Read now » Related Content DOJ Consent Order Process Timeline...

November 14, 2023

It’s in the Vault – Confidentiality Agreements in Bankruptcy Sales

You represent a Chapter 11 debtor that is conducting a marketing process for the sale of substantially of its assets and you need to draft a confidentiality agreement that will protect the information provided by the debtor to interested parties. Check out this practice note for a discussion of provisions that should be in the agreement and practice tips. Read now » Related Content Unilateral Confidentiality...

November 14, 2023

Are You Doing Enough to Preserve Your Client’s ESI?

Once the duty to preserve electronically stored information (ESI) attaches, you need to take affirmative steps to make sure your client does not destroy the material. Read now » Related Content E-discovery: Planning for and Conducting E-discovery (Federal) Learn how to plan for and conduct electronic discovery (e-discovery), covering topics such as the Rule 34 requirements, the permitted scope of e-discovery...

November 14, 2023

Market Trends 2022/2023: Financial Disclosures for Merger & Acquisition Transactions

Public companies engaging in business acquisition and disposition transactions have significant disclosure obligations under Regulation S-X. Amendments to these rules since 2020 have made considerable changes to what information is reported and how it is presented. Read this practice note for a review of the revised reporting requirements and recommendations for disclosure enhancements. Read now » Related Content...

November 14, 2023

Is it a Deceptive Trade Practice? ... Take the Survey and Find Out

Learn about state laws that prohibit false advertising and deceptive or unfair trade practices, including unlawful practices, applicable statute of limitations, civil and criminal penalties, and private causes of action. Read now » Related Content Federal Regulation of Advertising Review this practice note covering major areas of federal regulation governing advertising and marketing activities. Federal...

November 14, 2023

Do Not Delay on Delete Act Compliance

Use our new Data Broker Compliance and Enforcement Checklist to learn what steps data brokers and the California Privacy Protection Agency must take to comply with California’s recently enacted Delete Act, CA S.B. 362 (effective January 1, 2024). Read now » Related Content California Consumer Privacy Resource Kit (CCPA and CPRA) Bookmark this resource kit for Practical Guidance content covering California...

November 14, 2023

Don’t You Forget About Me: Handling Health and Welfare Plans in M&A Transactions

With so much focus on retirement plans, like 401(k) plans, in a corporate transaction, health and welfare plans often are overlooked or not addressed completely. If the seller retains ownership of the company in an asset sale, it’s likely it will continue to retain responsibility for the benefit plans. In a stock sale, the buyer typically acquires the seller’s benefit plans (unless they are terminated, pre...

November 14, 2023

Offshore Wind: It Isn’t Just for Europe Anymore

On shore wind farm developments have been around in the United States for over 30 years. But offshore wind developments have largely been relegated to European waters, due to negative attitudes and legal action. With the Biden administration’s new energy policy, that’s all about to change. Read now » Related Content Operation and Maintenance (O&M) Contracts for Renewable Energy Projects Learn...

November 14, 2023

Going, Going, Gone!

Read this practice note discussing recent market trends in competitive bid loan provisions. A competitive bid loan is a feature that can be added to a credit agreement to provide additional pricing flexibility for investment grade borrowers. Competitive bid loans allow the borrower to solicit bids from its lenders to provide loans on maturities and interest rates different than those applicable to the revolving loans...

November 14, 2023

Requesting an Advisory Opinion from a Federal Bank Regulatory Agency

Despite best efforts to clarify the intent and meaning of a particular law, regulation, or policy, it may be appropriate to contact regulatory agencies for a written interpretation, rather than risk engaging in a prohibited action. An advisory opinion is a non-binding interpretation, issued by a regulatory agency, in response to questions or factual issues posed in writing. Explore this practice note for a keen understanding...

November 14, 2023

Anti-Kickback Safe Harbors

Understand and apply the safe harbors to the federal Anti-Kickback Statute, which prohibits an individual from knowingly and willfully soliciting, paying, offering to pay, or receiving any remuneration, whether in cash or in kind, directly or indirectly, overtly or covertly, to induce or reward patient referrals or to generate business of any kind involving any item or service payable by a federal healthcare program ...

November 14, 2023

Faster Than a Speeding Bullet: State Data Privacy Law Changes

Explore the compliance challenges businesses face with states leading the way on the evolving and piecemeal landscape of data privacy policies. Read now » Related Content Biometric Data and Insurance Coverage: Policyholder's Perspective Learn about biometric data and insurance coverage from the policyholder's perspective. Creating Insurance Company Data Protection Policies and Procedures Video...

November 14, 2023

Request for Ex Parte Patent Reexamination

Ex parte reexamination may be used by either the patent owner or a third party to have a patent returned to the U.S. Patent and Trademark Office (USPTO) for further examination in light of prior art identified in the reexamination request. While inter partes review and post-grant review have been the favored proceedings over ex parte reexamination to challenge a patent's validity since the passage of the America Invents...

November 14, 2023

Health Screening: Watch Our ADA Practice Videos

November is Diabetes Awareness Month. Do you need to advise your clients on the Americans with Disabilities Act (ADA), including best practices to avoid claims for ADA discrimination, harassment, and retaliation, and other related matters? Watch Practical Guidance L&E’s three-video suite on the ADA by attorney Jonathan R. Mook of DiMuro Ginsberg: (1) ADA Prohibition of Discrimination, Harassment, and Retaliation...

November 14, 2023

Hatch-Waxman Litigation Strategies

Learn about strategies for litigating infringement and validity of active pharmaceutical ingredient, formulation, and treatment patents in Hatch-Waxman litigation. Read now » Related Content Plaintiff's Interrogatories in Hatch-Waxman Patent Litigation Prepare interrogatories for service on a generic challenger accused of infringement under the Hatch-Waxman Act. Hatch-Waxman Safe Harbor Checklist...

November 14, 2023

Stand Apart with a Kickstart: Preliminary Agreements for Private M&A Transactions

At the outset of any private M&A deal, the parties will need to put the proposed transaction to paper. A letter of intent, also called a memorandum of understanding or a "heads of agreement," is a negotiated term sheet-like document that sets out the important terms of a proposed transaction. Letters of intent are useful to confirm that the parties have a common understanding about key transaction terms...

November 14, 2023

National Environmental Issues for Real Estate Acquisitions

Compliance with the National Environmental Policy Act (NEPA) is required to obtain federal financing for “major Federal action” projects. Under NEPA, federal agencies identify and consider potential environmental implications for certain activities, such as federal land management. Read this practice note for an overview of NEPA’s implementation from the perspective of a project proponent. Read now...

November 14, 2023

Up, Up, and Away! Inflation-Adjusted 401(k) Maximum Salary Deferral at $23,000 for 2024

The Internal Revenue Service recently announced its 2024 inflation adjustments to many retirement plan limits. For example, the amount individuals can contribute to their 401(k), 403(b), and most 457 plans will increase to $23,000 in 2024, up $500 from the 2023 max of $22,500. If you’re age 50 and older the catch-up contribution remains at $7,500, but it adds to more than $30,000 that can be saved annually for those...

November 07, 2023

Closing the Door on Bankruptcy with Bankruptcy Remote Entities

Your bank client is ready and willing to lend funds as part of a commercial real estate transaction. However, the lender wants to protect against the risk that the borrower subsequently files for bankruptcy and is substantively consolidated with the borrower’s affiliates. You suggest using a bankruptcy remote entity. Read now » Related Content Borrower as a Single Purpose Entity Read this discussion...

November 07, 2023

Document Don’ts: Drafting Discovery Requests

Want to ensure your discovery requests are not only FRCP-compliant but thorough and effective? Cue one of Civil Litigation’s core documents by Jim Wagstaffe on drafting and serving document requests. He’ll take you through the Rule 34 requests, drafting, formatting, proportionality, types of document requests, motions to compel … basically anything and everything you need to know. Check out the practice...

November 07, 2023

Market Trends 2022/23: U.S. Tariff Policies

U.S. federal tariff policies can create significant risks for public companies, such as restricting access to markets, creating barriers to working with suppliers, increasing the cost of operations, impeding the transfer of information and technology, and others. Public companies should take care to disclose in the Risk Factors and MD&A sections of their Forms 10-K, 10-Q, and offering documents, as applicable. Read...

November 07, 2023

Contingent and Timing Payment Provisions in Construction Subcontracts

Construction involves management of many risks, one of which is failure of the owner to compensate the contractor for work that is properly performed. Contractors attempt to spread this credit risk down the contracting chain to subcontractors by including pay-if-paid clauses and pay-when-paid clauses in their subcontracts. Learn about these clauses and their enforceability. Read now » Related Content Contingent...

November 07, 2023

Can You Substantiate an Advertising Claim?

Learn about express and implied claims made in advertising and marketing materials, and the process by which counsel can obtain and provide evidence to substantiate an advertising claim. Read now » Related Content Advertising and Promotion Fundamentals Get an overview of the advertising and marketing field. Advertising Regulation Fundamentals Read this discussion of major sources of advertising and...