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 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 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

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

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

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...

April 13, 2017

Drafting Paid Sick Leave Policies

While no federal statute requires that employers provide paid sick leave for employees, Executive Order 13706 mandates that, effective January 1, 2017, covered federal contractors give employees up to seven days of paid sick leave each year. See 80 FR 54697 . It remains to be seen if the Trump Administration will rescind this executive order. IN ADDITION, RECENT LEGISLATION AT THE STATE AND local level has increasingly...

April 13, 2017

Market Trends: High Yield Debt Offerings

By: David Azarkh and John O’Connell , Simpson Thacher & Bartlett LLP. Overview: The High Yield Roller Coaster Continues The most appropriate word to describe the high yield market in 2016 is volatility. There were some rough patches when few issuers tested the waters—particularly during the first quarter—but over the course of the year, a number of windows opened up with favorable market backdrops...

April 13, 2017

Guidance for Employers on Navigating Paid Sick Leave Laws

This chart summarizes state paid sick leave laws and notes which states do not have such laws. It does not discuss municipal ordinances but does indicate local governments that do have such laws where there is no statewide law. This chart is intended for private employers. Note also that while no federal statute requires that employers provide paid sick leave for employees, Executive Order 13706 mandates that, effective...

April 13, 2017

Guidance on Emerging Growth Companies

Q&A with Michael Labriola , Michael Nordtvedt , and Megan Baier , Partners at Wilson Sonsini Goodrich & Rosati LLP. What is an Emerging Growth Company (EGC)? Under the Jumpstart Our Business Startups Act (the JOBS Act) (112 P.L. 106, 126 Stat. 306), which was passed in April 2012, a company qualifies as an emerging growth company (EGC) if at the time of its initial public offering (IPO) total annual gross...

April 13, 2017

Real Estate Due Diligence in Corporate and M&A Transactions

By: Joseph M. Marger , Reed Smith LLP. In almost every asset purchase, stock purchase, and merger transaction (generally referred to in this article as M&A transactions), the purchaser will acquire an ownership or leasehold interest in at least one real estate asset. However, the real estate asset(s) do not drive a typical M&A transaction. In most cases, a particular real estate asset will only have significance...

April 13, 2017

The Recharacterization of Loan Agreements under Applicable Bankruptcy and Non-Bankruptcy Law

By: Ira L. Herman , Blank Rome, LLP The Statutory Predicate for Recharacterization To increase their share of a finite bankruptcy pie, creditors, debtors and other parties in interest in a case will seek to reduce or eliminate competing claims. This objective may be accomplished using various provisions of the Bankruptcy Code. Section 502(b)(1) is the statutory provision providing for the objection to, and disallowance...