October 31, 2023

Don’t Let Indemnification Clauses Haunt You!

Gather round, M&A lawyers, for a frightful tale, and heed the risks of post-closing claims that will make your clients go pale! Address breaches of representations, warranties, and covenants with our indemnification provisions, and keep the specter of losses at bay with your foresight and Practical Guidance’s precision! Happy Halloween! Read now » Related Treats Indemnification Provisions in Private...

October 31, 2023

Short-Term Rentals, Long-Term Considerations

Short-term rentals of residential properties have increased exponentially with hosting platforms such as Airbnb, VRBO, Getaway, and Booking.com. As this industry grows, municipalities are enacting laws to regulate the market and address various short-term rental issues. Use these clauses to draft legislation for municipalities allowing residents to rent their residential property for short-term. Check out the Related...

October 31, 2023

Not Everything is Free: Tackling the Taxability of Executive Fringe Benefits and Other Perquisites

The demanding aspect of the U.S. income tax system is that taxable income starts with gross income (in all its forms) unless otherwise excepted. For executives—perquisites can abound. Are they taxable? Free lunch? Not necessarily. Country club membership? Not likely. Fly on the company plane for business then jet off to the islands for personal travel? There you have mixed personal and business travel, but the executive...

October 24, 2023

Rite Aid Looking for a Band-Aid in Chapter 11

Last week, Rite Aid joined Bed Bath & Beyond, David's Bridal, and numerous other retailers that have filed Chapter 11 over the past year. Rite Aid is looking to sell its assets, reject leases, and conduct going-out-of-business sales. Check out this resource kit for Practical Guidance materials when representing parties in a Chapter 11 retail bankruptcy case, including detailed practice notes, templates, and checklists...

October 24, 2023

Automated Templates: Like ChatGPT for Discovery

You won’t need any ghosts to write your discovery deficiency letter before Halloween. Give opposing counsel a chance to respond before you release the kraken on them. With our automated templates, all you have to do is answer our prompts and we’ll create an eerily congenial request for overdue (or omitted) discovery. Check it out at the link below! Read now » Related Content Civil Litigation...

October 24, 2023

SEC Registration Forms for Foreign Private Issuers Comparison Chart

To conduct U.S. offerings, foreign private issuers use special forms that are generally equivalent to the forms domestic companies use, but with some differences. Use this comparison chart to understand the purpose, use requirements, incorporation by reference rules, and more for each form. Read now » Related Content Registration Statement on Form F-1 Preparation Get a foreign private issuer (FPI) ready...

October 24, 2023

Zoning Contingencies in Construction Contracts

Navigating zoning regulations is a persistent challenge for construction attorneys. Indeed, failure to adequately address zoning contingencies in a construction contract can instigate project delays, increase expenses, and, in some cases, lead to the premature cessation of a project. Learn to avoid zoning pitfalls. Read now » Related Content Planning and Zoning Read this practice note for an overview of...

October 24, 2023

The UCC and the CISG—How Do They Compare?

Gain an appreciation of how the UN Convention on Contracts for the International Sale of Goods (CISG), which has been adopted in most leading trading nations of the world, compares and contrasts with the Uniform Commercial Code (UCC), which governs the sale of goods within the United States. Read now » Related Content UN Convention on Contracts for the International Sale of Goods Learn about key provisions...

October 24, 2023

The Favor of Your Reply is Legally Required: Preliminary Considerations for Responding to Consumer Rights Requests

In the latest video series with Lisa Thomas, partner and leader of Sheppard Mullin’s Privacy and Cybersecurity Team, Liisa discusses key issues an organization should consider when responding to consumer requests to exercise their rights to access, correct, delete, and port the personal information the organization has collected about them. Watch now » Related Content Consumer Requests: Access and...

October 24, 2023

ESG Is the Word. A New Day for ERISA Investing

A Texas District Court recently issued an opinion, in Utah v. Walsh, favoring the U.S. Department of Labor (DOL) regarding the legitimacy of the DOL’s final regulations addressing “Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights.” The regulations came under scrutiny for how they assess fiduciary consideration of environmental, social, and corporate governance (ESG...

October 24, 2023

It’s Time to Go: Defaulting Lender and “Yank-a-Bank” Provisions

Read this new practice note to understand the recent trends in defaulting lender credit agreement provisions, including yank-a-bank provisions which allow the borrower to replace a lender in the syndicate. The data analyzed in this practice note was obtained using Market Standards , our searchable database of publicly filed credit agreements and commitment letters that enables users to search, compare, and analyze agreements...

October 24, 2023

NEW: Mortgage Servicing Fees State Law Comparison Tool

Consumer mortgage protections are aimed at preventing exploitative fees charged by financial institutions. Companies are required to disclose all fees associated with consumer mortgages and reflect the true costs of their products or services in advertisements. Practical Guidance Financial Services Regulation now offers the Mortgage Servicing Fees state law comparison tool with coverage beginning in five key states (CA...

October 24, 2023

Corporate Practice of Medicine State Law Survey

Get up to speed on state laws regarding restrictions on the practice of medicine by corporations, otherwise known as the "corporate practice of medicine" doctrine. Use this state law survey from Practical Guidance – Healthcare to advise your clients on the regulatory issues associated with this doctrine, including underlying state statutory and common law prohibitions, exceptions for professional corporations...

October 24, 2023

The Better You Drive, The Cheaper Your Rates: UBI Technology Comes of Age

Learn the latest about usage-based auto insurance (UBI)—which has been around for over 25 years—and how UBI is drawing increased interest from insurers and legislators. This article includes a map depicting states’ approaches to telematics and UBI in 2023. Read now » Related Content Parametric Insurance: Addressing the Gaps in Traditional Coverage Discover a new class of evolving index...

October 24, 2023

Cracking the Code: IaaS and PaaS Agreements

Review the basics of Infrastructure as a Service (IaaS) and Platform as a Service (PaaS) agreements. Learn about benefits and risks, pre-contractual due diligence, and key contract terms in these essential cloud services agreements. Read now » Related Content Infrastructure as a Service (IaaS) Agreement Use this IaaS agreement in which computing resources such as storage, networks, or servers are supplied...

October 24, 2023

Bring Home the Bacon: Check out our Updated Davis-Bacon Practice Note

Do you need to advise clients on the Davis-Bacon Act (DBA), which now has a new set of regulations that the Department of Labor recently issued? The DBA requires contractors/subcontractors to pay locally prevailing wages on federal contracts regarding work on public buildings and public works. Read our updated practice note by Timothy Taylor of Holland & Knight LLP . Read now » Related Content Davis...

October 24, 2023

Avoid Awkward Auctions: Practical Guidance on M&A Auctions

For both sellers and buyers, the costs of running and participating in a competitive auction can be significant because of the need for financial, accounting, legal, and industry-specific consultants and advisors at each phase of the process. Given the potential for incurring significant costs, M&A counsel can help guide a seller's or bidder's strategy at the outset of the auction process through the submission...

October 24, 2023

The ABCs of Key Hedge Fund Documents

Key hedge fund documents, such as the offering memorandum, limited partnership agreement, and subscription agreement, serve as the backbone of any hedge fund. Attorneys play a pivotal role in ensuring their clients comprehend these documents thoroughly, as they not only outline the fund's investment strategy, fees, and terms but also establish the legal framework governing the fund's operation. A nuanced grasp...

October 24, 2023

The ABCs of ESG

ESG is a concept that describes a range of environmental, social, and governance (ESG) factors impacting the requirements organizations must meet, how they must operate, and how they are measured. It is used to evaluate a business's practices and performance or assets on various sustainability and ethical issues from environmental concerns to fairness and equity. Read this article to learn about ESG guidelines for...

October 24, 2023

Don’t Leave Me This Way. The Ramifications of Permanently Leaving the U.S. Tax System

The exit tax implications for certain covered expatriates in choosing to permanently leave the U.S.’s worldwide taxation system are economically unpleasant. The IRC applies an exit tax to the net unrealized gains on the covered expatriate’s worldwide assets (fair market value of the assets determined on the day prior to expatriation). I.R.C. § 877A. The rules do not require a formal sale; however, the...

October 18, 2023

Clinical Trial Registration and Disclosure Requirements

This practice note provides an overview of clinical trial registration requirements and step-by-step guidance for determining whether clinical trial registration is required, who must register the clinical trial, how to register a trial, and more. Read now » Related Content Clinical Trials Resource Kit Use this resource kit to identify content addressing key concepts and considerations related to setting...

October 17, 2023

Indemnification Claims: Sellers, Don’t Get Caught Holding the Hot Potato

Indemnification provisions and representations and warranties in private target acquisition agreements are often highly negotiated because post-closing transaction risks are allocated by these provisions. When the music stops and the deal is signed, each party bears its own risks subject to the negotiated limitations on indemnification. A seller can minimize its indemnification obligations by adding materiality and knowledge...

October 17, 2023

The Who, What, and When of Paying Real Property Transfer Taxes

When it comes to transfer taxes, states and many municipalities have their own unique requirements, including, who is responsible for payment, what are the applicable tax rates, when tax is imposed, and whether any tax exemptions exist. Check out this practice note to learn about Chicago’s real estate transfer tax. For information on transfer tax of other states and counties, see the Related Content below. Read...

October 17, 2023

You Should Speak with the Manager—New Rules Allow Certain Dealerships to Take Credits off an EV’s Purchase Price

Section 30D of the Internal Revenue Code was enacted by Section 205(a) of the Energy Improvement and Extension Act of 2008, Division B of Public Law 110-343 (October 3, 2008), to provide a credit for purchasing and placing in service new qualified plug-in electric drive motor vehicles. The Code section has been amended several times since its enactment, most recently by the Inflation Reduction Act of 2022. In general...

October 17, 2023

Breathe a Sigh of Injunctive Relief with Practical Guidance

Brush up on your knowledge of injunctive relief in federal trademark litigation under the Lanham Act with this practice note. Topics discussed include different types of and tests for injunctive relief, requirements of irreparable harm, inadequacy of monetary damages, balance of hardships, public interest, and strategies for obtaining and defending against an injunction. Read now » Related Content Trademark...