November 09, 2016

A Guide to Protecting Children’s Privacy Online

By: Angela Bozzuti Product Manager, Lexis Practice Advisor. THE CHILDREN’S ONLINE PRIVACY PROTECTION ACT AND Rule ( COPPA ) is a federal law that places parents and legal guardians in control over the collection, use, and disclosure of their children’s personal information (PI). COPPA applies to: Operators of a commercial website or online service (including apps) directed to children under the age of...

November 09, 2016

Helping Protect Clients from Cyber Threats

By: Geoffrey H. Wold As cyber criminals become more sophisticated in their efforts to target cyber victims, organizations must also grow their capabilities to successfully combat and defeat them. The evolving nature of Internet crime presents a unique set of challenges, as crimes often overlap jurisdictional boundaries and perpetrators can attack from anywhere on the globe. Because of the increasing threats of cyber...

November 09, 2016

Credit Card Data Breaches: Protecting Companies from Hidden Surprises

By: David A. Zetoony, Bryan Cave LLP and Courtney K. Stout, Davis Wright Tremaine LLP. MOST RETAILERS DO NOT REALIZE THAT BY ACCEPTING credit cards they expose themselves to the risk of a data security breach and significant costs and legal liabilities. This article examines the key risks that a retailer faces following a data security breach of its payment card systems as well as the potential for addressing some of...

November 09, 2016

Cell-Site Simulators and the Fourth Amendment: Government Surveillance

By: James B. Astrachan and Christoper J. Lyon , Astrachan Gunst Thomas, P.C. IN JUNE 2001, THE LATE JUSTICE ANTONIN SCALIA REMARKED , “It would be foolish to contend that the degree of privacy secured to citizens by the Fourth Amendment has been entirely unaffected by the advance of technology.” Kyllo v. U.S., 533 U.S. 27, 33–34 (2001). The Supreme Court, addressing government surveillance, confronted...

November 09, 2016

Drafting Privacy Policies

By: Elizabeth C. Rogers , Greenberg Traurig, LLP.                  While there is no universal legal requirement that every company have a published privacy policy, consumers have become increasingly sensitized to the data collection practices of companies with which they do business. OFTEN, CONSUMERS EXPECT TO BE ABLE TO EXAMINE A company’s privacy policy to learn...

November 09, 2016

Planning & Managing a Data Breach

By: Elizabeth C. Rogers , Greenberg Traurig, LLP. A data breach occurs when sensitive, protected, and/or confidential information is stolen, accessed, or used without authorization. The information may include an individual’s personally identifiable information (PII), protected health information (PHI), cardholder data, or a business’s trade secret or other confidential information. WHEN A DATA BREACH...

November 08, 2016

A Briefing on Emerging Issues Impacting Transactional Practice - Special Edition: Cybersecurity Privacy & Data Protection 2016

FEDERAL DEPOSIT INSURANCE CORPORATION STAYS FOCUSED ON CYBERSECURITY THE FDIC UPDATED ITS CYBERSECURITY WEBPAGE TO highlight what it called “a number of important steps to significantly enhance the protection of information held by the agency.” The FDIC said it has in the past several months: Expanded use of multi-factor authentication for securely downloading assessment invoices and official FDIC...

September 14, 2016

Rule of Law: Introducing the Rule of Law Impact Tracker

TO FURTHER THE GOAL OF ADVANCING the rule of law around the world, LexisNexis Legal & Professional has launched a first-of-its-kind interactive rule of law awareness tool, the LexisNexis Rule of Law Impact Tracker. According to the United Nations, approximately four billion people live outside the protection of the rule of law. There is growing recognition by lawyers, businesspeople, governments, academics, NGOs...

September 14, 2016

A Briefing on Emerging Issues Impacting Transactional Practice - Fall 2016

STUDY ON INJECTION WELL INDUCED EARTHQUAKES THE U.S. GEOLOGICAL SURVEY (USGS) RECENTLY released its short-term forecast for seismic activity. For the first time, it includes a discussion of “Induced Earthquakes.” The study, which comes after a significant hike in the incidence of earthquakes in the United States, reports that the states facing the highest risk from human-induced earthquakes are, in order...

September 14, 2016

Contract Drafting Landmines

By: Timothy Murray , Murray, Hogue & Lannis. There are innumerable articles, books, and seminars that offer guidance on contract drafting style. Among many other things, they typically counsel drafters to avoid legalese, redundancy, inconsistency, and ambiguity—all important suggestions. CLARITY, FOR EXAMPLE, IS PARAMOUNT. I CAN’T EVER recall hearing a judge complain that a contract was “too...

September 14, 2016

Cloud-Based Outsourcing

By: James E. Meadows , Culhane Meadows PLLC. Cloud computing is a subscription-based service that offers on-demand network access to a shared pool of configurable computer resources (e.g., networks, applications, servers, storage, etc.) that is usually hosted by the supplier and provided over the Internet. Such services can be rapidly provisioned and released with minimal transition services and management effort. Cloud...

September 14, 2016

Examining the Duty to Provide Religious Accommodations

By: Peter T. Shapiro , Lewis Brisbois Bisgaard & Smith LLP. Title VII of the Civil Rights Act of 1964 (Title VII) prohibits discrimination based on an individual’s religion, and also requires employers to furnish reasonable accommodations for an individual’s religious practices or beliefs unless the accommodation imposes an undue hardship on the employer’s business operations. THIS ARTICLE ANALYZES...

September 14, 2016

Understanding Real Estate Joint Ventures

By: Thomas G. Maira , Reed Smith LLP. As funds raised in the 2006–2008 heyday of private equity reach the ends of their 10 year terms, there has been a surge of restructurings of those funds utilizing a stapled secondarystructure. The widely publicized $1.2 billion restructuring in March 2016 of a 2008 vintage buyout fund managed by private equity pioneer Thomas H. Lee is the latest example of thistrend, showing...

September 14, 2016

The NYSE’s Complex Shareholder Approval Rules: Issuing New Securities? Do You Need Shareholder Approval?

By: Stuart H. Gelfond and Burcin Eren. THE NEW YORK STOCK EXCHANGE (NYSE) HAS SPECIFIC requirements applicable to listed companies to receive shareholder approval in connection with certain transactions, including issuing equity and convertible securities, which are in addition to any applicable requirements under state law and SEC rules. Although these rules can be seen as complex and technical, it is very important...

September 14, 2016

Profiles of Lexis Practice Advisor Journal™ Advisory Board Members - Matthew Merkle & Scott Semer

Matthew Merkle : Partner, Kirkland & Ellis LLP MATTHEW MERKLE IS A CAPITAL markets partner in the London office of Kirkland & Ellis LLP. Matthew represents private equity sponsors, issuers, and investment banks in high-yield debt offerings in connection with leveraged buyouts and other complex financings in Europe, the United States, and emerging markets. Matthew has represented many private equity sponsors...

September 14, 2016

Understanding Financial Disclosure of Persuader Activities

By: Pete Lareau . THIS ARTICLE ADDRESSES THE PERSUADER REPORTING RULES under the Labor-Management Reporting and Disclosure Act (LMRDA). 1 For many years, the U.S. Department of Labor (DOL) had almost always maintained that an outside counsel’s creation or review of written content that formed the basis of subsequent communications to employees was advice that did not subject the employer and attorney to persuader...

September 14, 2016

Strategies and Opportunities in an America Invents Act World – Choices of Venue

By: Ethan Horwitz , Carlton Fields. TODAY, BOTH PATENT OWNERS AND ACCUSED INFRINGERS have multiple choices of venues in which to litigate the validity of a patent. There is the historic option of a patent infringement case in the federal courts. Increasingly, the International Trade Commission (ITC) is being chosen as a venue. And while historically there were some post-grant procedures in the United States Patent and...

September 14, 2016

EEOC'S Final Rules on Wellness Programs

By: Jonathan R. Mook , DiMuroGinsberg, P.C. Given concerns over rising health care costs and missed workdays by employees suffering from various illnesses, many employers have implemented employee wellness programs and activities to promote healthier lifestyles or to prevent disease with the expectation that such programs will reduce healthcare costs. 1 However, these programs must be appropriately designed so as not...

August 04, 2016

Trends on Acquisition Finance in the United Kingdom

By: Stephen Gillespie and Amy Kennedy , Gibson, Dunn & Crutcher. 1. What are the typical debt components of acquisition financing in the United Kingdom? Acquisitions in the United Kingdom are typically financed either by way of leveraged loan or high yield bond (or by a combination of both). In the loan market, acquisition financing generally takes the form of all-senior or senior and mezzanine/second-lien structures–in...

August 04, 2016

Opportunities in Derivatives for Community and Regional Banks

By: Juan M. Arciniegas and Daniel O’Rourke , Vedder Price. Recently, there has been a movement by larger community banks and their regional counterparts (Interested Banks) to engage in derivatives markets. Historically, this is banking space almost exclusively inhabited by the larger commercial banks and money center banks. Low interest rates and lackluster loan demand have squeezed the net interest margin of...

August 04, 2016

The Impact of Dodd-Frank and Capital Requirements on Commercial Lending

By: Dwight Smith , Nelson Mullins Riley & Scarborough LLP. THE DODD-FRANK WALL STREET REFORM AND CONSUMER Protection Act (Dodd-Frank), 111 P.L. 203 , addresses commercial lending in two of its titles. First, and most prominently, Title I of the statute deals with risks to the stability of the financial system through more stringent regulation of bank holding companies with more than $50 billion in assets. As something...

August 04, 2016

Changes Needed to Protect Banking and Financial Services When Dealing with the Marijuana Industry

By: Moises Gali-Velazquez. Medical marijuana is legal in 23 states and the District of Columbia. 1 Moreover, four states have legalized marijuana’s recreational use and at least 18 more states are, or have been, considering legalization of medical marijuana. 2 Puerto Rico, a U.S. territory, is in the process of legalizing medical marijuana. 3 States Legalize Marijuana and the Medical Marijuana Industry is Established...

August 04, 2016

Understanding, Negotiating, and Drafting Purchase Price Provisions

By: Steven I. Glober , Gibson, Dunn & Cruther LLP. The purchase price provisions are among the most critical terms of a merger agreement. The value of the consideration to be paid by the acquirer to the target’s stockholders will be affected not only by provisions setting forth the amount of consideration, but also by the form of consideration, the timing of payment, potential adjustments to the amount to...

August 04, 2016

Introduction to Acquisition Financing & Recent Trends

By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. Business acquisitions vary widely in terms of size and structure, the parties involved, and the nature of the financing involved. The parties typically involve one or more buyers, one or more sellers, and one or more lenders. A STANDARD ACQUISITION STRUCTURE IS THE PURCHASE of the target company’s equity, but acquisitions by merger are also...

August 04, 2016

A Briefing on Emerging Issues Impacting Transactional Practice - Special Edition: Finance 2016

FDIC HIGHLIGHTS RESOURCES ON BANKING FOR SMALL BUSINESSES THE FEDERAL DEPOSIT INSURANCE Corporation highlighted the agency’s resources to help small businesses get the most from their banking relationships. Small businesses employ roughly half of all Americans and account for more than 60% of net new jobs, according to the U.S. Small Business Administration (SBA). Their ability to generate new jobs depends,...