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...

October 17, 2023

Breaking Up Is Hard to Do: See Our Separation Agreements Video

Do you need guidance on preparing separation agreements for non-executive employees? Watch this video by Heather Dillion and Nisha Verma, partners at Dorsey & Whitney LLP, on s eparation agreement tips for non-executive employees . Watch now » Related Content Separation Agreements: Drafting and Negotiation Tips (Pro-Employer) Obtain guidance on initial preparations for drafting a separation agreement...

October 17, 2023

Agencies Increase Focus on Interlocking Directorates

On August 16, 2023, the Federal Trade Commission (FTC) brought an enforcement action resolving its concerns in a transaction between private equity firm Quantum Energy Partners and natural gas producer EQT Corporation. Most notably, the consent order alleged that an interlock was illegal, even though the entities involved were non-corporate entities. This represents the first time the FTC has enforced Section 8 of the...

October 17, 2023

Drafting an Asset Purchase Agreement in Bankruptcy

During these difficult financial times, distressed companies are contemplating numerous options, including pursuing a sale of the company as part of a bankruptcy strategy. Attorneys will need to understand the differences between asset purchase agreements used in and outside of bankruptcy. Read now » Related Content Asset Purchase Agreement (Bankruptcy) Use this template to draft an asset purchase agreement...

October 17, 2023

Mediator Red Flags: Don’t Choose the Wrong Neutral

Autumn is in full swing and we’re all for red leaves and red apples … but a red flag is a red flag. We tapped our experts to help you avoid choosing the wrong mediator for your case and to identify just what to look out for when considering potential mediators. Check out what not to do at the link below. Read now » Related Content The Five Keys to a Productive Mediation Consider these five keys...

October 17, 2023

Across the Pond: Foreign Private Issuer Resource Kit

Foreign companies seeking to access U.S. capital markets can do so if they comply with special requirements for registration, offerings, and reporting, along with, in some cases, other country-specific rules. Go through this resource kit for links to practice notes, checklists, and templates covering each of these areas. Read now » Related Content Foreign Private Issuers' Reporting, Disclosure, and Corporate...

October 17, 2023

Don't Get Caught in an Ambush!

Expand your knowledge about ambush marketing, including predatory, coattail, self, associative, distractive, unintentional, and saturation ambushing, as well as protections against ambush marketing provided under federal and state. Read now » Related Content Federal Regulation of Advertising Learn about the major areas of federal regulation governing advertising and marketing activities. Advertising...

October 17, 2023

Privacy Policy, Notice, or Statement: Does it Matter What We Call It?

In the latest video series with Liisa Thomas, partner and leader of Sheppard Mullin’s Privacy and Cybersecurity Team, Liisa discusses the differences between a privacy policy, privacy notice, and privacy statement; best practices for putting together a privacy policy; and the biggest risks of getting it wrong. Watch now » Related Content Privacy Policy Fundamentals: The Notice Requirement Video Check...

October 17, 2023

More on Using SERPs to Lay a Better Foundation for Your Execs’ Retirement

A supplemental executive retirement plan (SERP) is a specific type of top-hat plan that supplements an employee’s qualified plan benefits. The plan can be structured so that it doesn’t simply supplement the qualified plan in which the executive participates, making employer contributions above applicable IRS limits; it also can allow participants to elect to defer a portion of their salary and/or bonus into...

October 17, 2023

What to do About Fracking Taxes

Fracking has become more and more controversial over the years, yet numerous states rely on fracking activities for substantial tax revenue. Find out what taxes your clients will be responsible for by reviewing our Oil and Gas Tax: Fracking Developments and Incentives State Law Survey. Read now » Related Content Oil and Gas: Exploration and Production Agreements Review standards behind drafting oil and gas...

October 17, 2023

Middle Market and Private Credit Market Trends

Are you working on middle market loans? Check out this new practice note, by Patrick Yingling and Jared Zajac of Cadwalader, Wickersham & Taft LLP, that identifies and discusses trends in the syndicated loan and private credit middle market from late 2022 and the first half of 2023, including the impacts general economic forces and geopolitical tensions had on the loan market, the market’s reaction to the cessation...

October 17, 2023

How to Make a Freedom of Information Act Request

Institutions often seek non-public information from governmental agencies. Review this practice note, from Christine N. Walz, Cynthia A. Gierhart, and Sara Benson of Holland and Knight LLP, to learn about current requirements governing public access to certain U.S. government and administrative agency records under the Freedom of Information Act (FOIA). Understand the procedures for submitting a request, the government...

October 17, 2023

Compliance Legal Audit Checklist (Healthcare Organization)

Stay ahead of the audit curve with this checklist from Practical Guidance – Healthcare. Advise healthcare providers on best practices to monitor their compliance with various state and federal laws in a variety of topic areas and prevent conflicts of interest. Review this checklist to assess potential legal issues facing your clients’ organizations, and when evaluating the legal controls in place at a potential...

October 17, 2023

Reinsurance in the London Market

Learn from our experts in the United Kingdom about the basics (parties and terminology) and also the nuances (treaties and horizontal cover) of reinsurance. This practice note includes visuals that clarify forms of reinsurance, proportional and non-proportional reinsurance, and reinsurance program structures. Read now » Related Content Insurance and Reinsurance in International Jurisdictions Access international...

October 11, 2023

State Law Comparison Tool for ABCs

You represent several troubled companies and need to explore whether an assignment for the benefit of creditors (ABC) is a viable non-bankruptcy alternative for your clients. Practical Guidance provides a way to compare ABC statutes in several states with the State Law Comparison Tool for ABCs which is live with 13 top jurisdictions! Read now » Related Content Assignments for the Benefit of Creditors Read...

October 10, 2023

For Discovery Disputes, Who You Gonna Call? Your Judge

Discovery disputes during spooky season can make opposing counsel seem especially ghoulish. We asked a former U.S. Magistrate Judge just when you should contact your judge when the Ghostbusters won’t cut it. Just because you “ain’t afraid of no ghost” doesn’t mean you should charge headlong into chambers. Check out this federal judge’s tips on when and how to contact your judge about...

October 10, 2023

Playing Politics: Government Shutdown Risk Factor

Extended government shutdowns can cause regulatory delays that hold up approvals, decisions, guidance, rulemakings, and other functions necessary to a company’s business. Use this template to draft risk factors warning investors of the potential for regulatory disruption. Read now » Related Content Tariffs and Trade Policy Changes Risk Factor Disclose the possibility of business disruption from sanctions...