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September 28, 2017

Using Mediation to Resolve Construction Disputes

By: Leonard M. Kessler LenKesslerADR Using Mediation to Resolve Construction Disputes Construction projects often take years to complete, involve layers of contractors and subcontractors, and employ hundreds, if not thousands, of workers. Efficient conflict resolution is important in the construction industry because it helps maintain relationships between people and entities who must continue to work together on...

September 28, 2017

Drafting a Motion to Dismiss a Patent Infringement Complaint for Failure to State a Claim under Rule 12

By: John DeFosse FRIED FRANK, HARRIS, SHRIVER & JACOBSON LLP THIS ARTICLE EXPLAINS THE STRATEGIC AND PRACTICAL considerations associated with filing a motion to dismiss claims of patent infringement under Rule 12(b)(6) of the Federal Rules of Civil Procedure and discusses the legal grounds that are commonly raised in such motions to dismiss, including grounds for dismissing claims of: Direct infringement Induced...

September 28, 2017

Credit Agreements in the Insurance Industry

By: Daniel A. Rabinowitz and David S. Berg KRAMER LEVIN NAFTALIS & FRANKEL LLP Credit Agreements in the Insurance Industry This article explains how to modify a standard credit agreement to account for a borrower that is an insurance company or an insurance holding company. Examples illustrate the specific types of provisions that may be appropriate for such a borrower. The guidance includes drafting and negotiation...

September 28, 2017

Technology Industry Practice Guidance Q&A with Gregg A. Noel and Michael J. Mies

Skadden, Arps, Slate, Meagher & Flom LLP. THE TECHNOLOGY INDUSTRY IS FOCUSED around companies that primarily sell technology or technology services. Major players in the technology industry include: Hardware companies, such as Apple, Dell, HP, and Lenovo, which generate revenue by building and selling physical products Software companies, such as Alphabet (Google), Adobe Systems, Microsoft, and Oracle, which...

September 28, 2017

Health Reimbursement Accounts: Navigating Compliance Landmines

By: Emily D. Zimmer and Lynne S. Wakefield , K&L Gates LLP. This article discusses how to design and operate compliant employer-sponsored health reimbursement accounts (HRAs) under the Internal Revenue Code (I.R.C.), with a particular focus on the Patient Protection and Affordable Care Act (ACA). WITH CONTINUED INCREASES IN HEALTH CARE COSTS and the evolution of the post-ACA health care marketplace, HRAs are an...

September 28, 2017

Profiles of Lexis Practice Advisor Journal™ Advisory Board Members Joseph Marger & Leah Robinson

Joseph Marger Partner: Reed Smith JOSEPH MARGER IS A PARTNER IN Reed Smith’s Real Estate group. He has substantial experience in all aspects of the sale and acquisition of real estate, both single-asset and portfolio transactions, including industrial and commercial single-user facilities, shopping centers, hotels, office buildings, and multi-family residential properties. He is equally experienced in real estate...

September 28, 2017

Contract Drafting Advice: The “Battle of the Forms” Demystified

By: Timothy Murray , Murray, Hogue & Lannis. SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE (UCC) was supposed to resolve these questions: (1) Is a contract formed when parties exchange forms that contain nonmatching terms and the parties don’t sign off on a single document? (2) If so, what are the terms of that contract? These questions are of monumental importance to American commerce given the widespread...

September 28, 2017

Public Company Reporting and Corporate Governance

By: Glen Schleyer Sullivan & Cromwell LLP THIS ARTICLE DISCUSSES RECENT DEVELOPMENTS RELATING to U.S. public company reporting and corporate governance and the outlook going forward. The U.S. election season and the change in administration have resulted in a period of more limited activity by the Securities and Exchange Commission (SEC), which operated with only three commissioners for all of 2016 and only two...

September 15, 2017

Market Trends: JOBS Act

By: Rebecca G. DiStefano , GREENBERG TRAURIG, P.A. Overview The U.S. economy was spotlighted during an unprecedented national Presidential election in 2016 with campaign debate focused on the preservation and initiation of new jobs. This topic, of course, is not a new one. In response to the economic malaise following the 2009 financial crisis, the Jumpstart Our Business Startups Act of 2012 ( 112 P.L. 106, 126 Stat...

June 08, 2017

Taxation of New York City Real Property

by Steven Tishco , Marcus & Pollack, LLP Introduction This article provides an overview of real estate taxation in New York City (the “City”) including (i) the process by which the City assesses real property, (ii) how property owners challenge the City’s assessments, (iii) benefit programs available to reduce property owners’ real estate tax burdens, and (iv) the importance of understanding...

June 08, 2017

Profiles of Lexis Practice Advisor Journal™ Advisory Board Members Glen Lim & Kristin Wigness

Glen Lim Partner: Katten Muchin Rosenman LLP GLEN LIM IS A PARTNER IN KATTEN’S Commercial Finance group. His principal focus is the representation of banks and other financial institutions as lenders and strategic investors, buyout funds and corporations as borrowers in connection with domestic and international financings. His areas of expertise include financings of mergers and acquisitions, debtorin- possession...

June 08, 2017

Private Equity Co-investments Guide: Issues to Spot and Raise When Making a Direct Co-investment

By: Christopher Henry , Lowenstein Sandler LLP INVESTORS OF MANY DIFFERENT STRIPES ARE EAGER to participate in private equity transactions as equity co-investors alongside private equity sponsors who source, lead, and execute on investment opportunities. These investors hail from portions of the financial landscape as diverse as hedge funds, strategic investors, high net worth individuals, and select limited partners...

June 08, 2017

In-House Counsel Sanctions: Recent Trends

By: Devika Kewalramani , Moses & Singer LLP Disgorgement of legal fees is a harsh, but not unusual, penalty. Although this unforgiving sanction is more frequently imposed on outside counsel, it is not uncommon for in-house counsel to be required to disgorge and forfeit their compensation due to ethical violations. CALIFORNIA HAS HISTORICALLY BEEN ONE OF THE stricter jurisdictions regarding disgorgement of outside...

June 08, 2017

Proxy Season 2017 Q&A with Keir Gumbs

By: Keir Gumbs , Covington & Burling LLP PARTNER AT COVINGTON & BURLING LLP Keir Gumbs, vice chair of the Securities & Capital Markets Group and partner in the Washington, D.C. office of Covington & Burling LLP, regularly provides insights about the trends he observes in securities law and shareholder activism. Prior to joining Covington & Burling, Keir served in the Office of Chief Counsel in...

June 08, 2017

Drafting a Trademark Cease and Desist Letter

By: Roberta Jacobs-Meadway and Roger LaLonde, ECKERT SEAMANS CHERIN & MELLOTT, LLC BEFORE SENDING A TRADEMARK CEASE AND DESIST LETTER on behalf of a client, it is imperative to conduct due diligence and to carefully consider the content and tone of the letter. Such letters may range from a polite invitation to negotiate terms for coexistence, to a request for information as to how the alleged infringer is willing...

June 08, 2017

Brokered Deposits and Strategic Planning Considerations

By: John Popeo Overview Brokered deposits are often viewed by insured depository institutions (IDIs) as a cost-effective source of liquidity and funding. Federal bank regulatory agencies, however, consider brokered deposits to be a less stable source of funding that contributed to the 2008 global financial crisis. This article provides an overview of brokered deposits and discusses applicable regulatory restrictions...

June 08, 2017

The Bona Fide Prospective Purchaser Defense in Bankruptcy

By: Nicholas C. Rigano , Esq. RIGANO LLC Under the Comprehensive Environmental Response, Compensation, and Liability Act ( 42 U.S.C. § 9601 et seq. ) (CERCLA), current owners and operators of real property are strictly liable for costs to clean up environmental contamination regardless of whether the contamination existed prior to their ownership. Upon closing, a purchaser becomes a current owner under the statute...

June 08, 2017

Preparing for Artificial Intelligence in the Legal Profession

By: Dennis Garcia, Microsoft Assistant General Counsel One of the very hot topics so far in 2017 is artificial intelligence (AI) and its potential disruptive impact on the legal profession. Questions ranging from, “Will AI replace lawyers?” to “Does it make sense to attend law school with the rise of AI?” to “How will AI impact the delivery, cost, and quality of legal services?” are...

June 08, 2017

Strategies for Bringing Counterclaims or Separate Lawsuits Against Plaintiff Employees

By: Daniel A. Kaplan , FOLEY & LARDNER LLP This article provides guidance to employers on bringing counterclaims or separate lawsuits against plaintiff employees who have initiated claims against the employer. Employers and their attorneys are usually well versed in the types of claims that employees can bring. However, the employee might not be the only one with a potential claim after an employment relationship...

June 08, 2017

Contract Drafting Concerns: Beware Browsewrap

By: Timothy Murray , MURRAY, HOGUE AND LANNIS With the e-commerce explosion, sellers are peddling goods and services over their websites at unprecedented rates. From a contract law perspective, this ought to be a seller’s nirvana: the seller alone establishes the legal terms to govern transactions conducted over its website without any haggling or negotiating, and without any battle of the forms in which a transaction...

June 08, 2017

Contractual Joint Ventures – Drafting and Negotiating Joint Marketing Agreements

By: Candice Choh and Kari Krusmark, GIBSON, DUNN & CRUTCHER LLP A joint marketing agreement is a contract pursuant to which one or both of the parties will collaborate in order to promote the sale of product and service offerings of the other party. Such a contractual joint venture agreement may also be known as an alliance agreement, strategic alliance agreement, or co-marketing agreement, depending upon the client’s...

June 08, 2017

U.S. Patent Office Launches PTAB Procedural Reform Initiative - Practice News, Summer 2017

THE UNITED STATES PATENT AND TRADEMARK OFFICE (USPTO) With the enactment of the America Invents Act in 2011, the PTAB was charged with conducting proceedings to address challenges to existing patents. Those proceedings “have significantly changed the patent landscape by providing a faster, cost-efficient quality check on issued patents,” the USPTO said. “Since AIA trials debuted in 2012, the USPTO...

June 08, 2017

Avoiding Company Liability When Using Cross-Device Tracking Data

By: Nicholas R. Merker and Blaine L. Dirker, ICE MILLER LLP   As Internet-connected mobile devices (e.g., smartphones, laptops, tablets, wearables, smart appliances, etc.) have become seemingly ubiquitous, consumers now have more ways than ever to access the Internet to interface with social media accounts, check e-mail, purchase goods and services, seek medical advice, watch cat videos, etc. However, consumers...

April 13, 2017

Corporate Counsel Oversight of the Risk Assessment Process

By: Gary Deutsch M.B.A, C.P.A.                                       AS COUNSEL FOR ONE OR MORE BUSINESSES TYPES (for-profit and/or non-profit), you are often asked to advise on many different types of legal and regulatory compliance issues, but how well prepared is any business to incorporate your advice into...

April 13, 2017

Profiles of Lexis Practice Advisor Journal™ Advisory Board Members - Claudia Simon & S.H. Spencer Compton

Claudia Simon : Partner, Schulte Roth & Zabel LLP CLAUDIA SIMON IS A PARTNER AT Schulte Roth & Zabel LLP. She represents public and private clients in mergers and acquisitions transactions, including tender offers, stock acquisitions, asset acquisitions, joint ventures, divestitures, cross-border acquisitions, auction transactions, defensive strategies, and going-private transactions. She has extensive experience...