Representations and Warranties (Credit Agreement)
Representations and warranties are designed to establish an assumed set of facts upon which lenders agree to extend credit to the borrower and, which, if true, provide comfort to the lenders that the borrower’s obligations will be repaid by the borrower on the maturity date. Representations and warranties are also a way for lenders to elicit more detailed information from the borrower about the borrower’s business, details of its assets, how it operates, and potential liabilities that could impair its ability to repay the loans. Typically, the borrower (and, at times, the parent holding company of borrower that is a guarantor of the loans) will make the representations and warranties in the credit agreement on behalf of itself and all of its subsidiaries. Read more.
Advantages and Drawbacks of Asset Purchases, Stock Purchases and Mergers by Jonathan L. Corsico, Gibson, Dunn & Crutcher LLP
New York Business & Commercial
Overview of Purchase and Sale of Business in New YorkThe acquisition of a business will usually be accomplished by one of three different methods: asset purchase, stock purchase or merger. Each structure offers different advantages and disadvantages, as well as varying tax benefits. Counsel should become familiar with each structure and advise the client accordingly. The following discussion focuses on such matters in general and, more specifically, under New York law. Read more.
Participants in a Private Placement by Patrick J. Simpson, Perkins Coie LLP
IntermediariesThere is a wide variety of approaches to finding investors depending on the company’s industry, stage of development and growth prospects.When a company is in a new and developing industry, or in an industry of great promise, it may be able to go directly to a single venture capital firm or small group of such firms or to “strategic investors” in the industry who are interested in the company’s technology or market to raise the needed capital. Some private companies, however, do not have the growth potential or may simply not be in a “hot” industry to be able to attract venture capital or strategic investors. These companies have to seek funds from different investors. Although companies sometimes try to raise money on their own, most lack the expertise or contacts to do so successfully. These companies engage intermediaries to assist in the sale of securities. These intermediaries are often investment bankers. Read more.
Privacy Shield Overview by Vikki Hoyle and Hayley Morris, Walker Morris LLP (originally published in Lexis® PSL, a LexisNexis UK practical guidance solution)
Intellectual Property & Technology
An individual’s right to privacy and to the protection of their personal data are fundamental human rights enshrined in Article 7 (the right to private and family life) and Article 8 (the right to protection of personal data) of the European Charter of Human Rights, as well as Article 16 of the Treaty of the Functioning of the European Union.Article 25 of Directive 95/46/EC (the Data Protection Directive) sets out the rules for transfers of personal data from Member States to countries outside of the European Economic Area (EEA). Read more.Complying with Title VII by Patrick J. Lamparello, Proskauer Rose LLP
Labor & Employment
This practice note addresses best practices for complying with Title VII of the Civil Rights Act of 1964 (Title VII), which prohibits discrimination in private and public employment on the basis of race, color, religion, sex (including pregnancy), and national origin. This practice note also addresses compliance with Title VII’s anti-retaliation requirements as well as reporting, posting, and record-keeping requirements. It also discusses potential Title VII remedies. Read more.
For guidance on the Pregnancy Discrimination Act, which amended Title VII: • Practice Note: Complying with the Pregnancy Discrimination Act
ERISA Clauses for Private Equity Fund Private Placement Memorandum
Employee Benefits & Executive Compensation
These annotated clauses for a private equity fund placement memorandum address issues arising due to the regulation of retirement plan investments under the Employee Retirement Income Security Act (ERISA) and Internal Revenue Code. It is important for fund managers to carefully manage participation in a fund by benefit plan investors so as to avoid prohibited transaction violations and, usually, to maintain a structure that shields the fund manager from ERISA fiduciary status. Read more.
Related content in Lexis Practice Advisor’s new Employee Benefits & Executive Compensation practice area includes: • Form: ERISA Clauses for Private Equity Fund Limited Partnership Agreement • Form: ERISA Clauses for Private Equity Fund Subscription Agreement • Form: Benefit Plan Investor Side Letter Agreement (Private Equity Fund Meeting 25% Test) • Form: Benefit Plan Investor Side Letter Agreement (Fund Deemed to Hold Plan Assets)
Start-up Companies: Avoiding Key Legal Mistakes by David Guin and Mark Tice, Withers Bergman LLP
Corporate and M&A
After the excitement of coming up with a business idea and making connections with others in the industry, many businesspeople do not particularly enjoy thinking about the legal and regulatory pitfalls that may await them as they start a new company. However, it is important for every entrepreneur to consult with his or her attorneys before forming a company and starting a business. Read more.
For additional information on crowdfunding and start-ups:
• Practice Note: Comparing Crowdfunding Instruments: Common Stock, Preferred Stock, Convertible Notes and SAFEs by Gary J. Ross, Jackson Ross PLLC • Practice Note: Regulation A Plus by Jennifer Dasari, Frank Vargas and Michael Vargas, Rimon, P.C., and Michael T. Williams, Williams Securities Law Firm, P.A. • Practice Note: A Summary of Crowdfunding under the JOBS Act by Frank Vargas and Michael Vargas, Rimon, P.C. • Practice Note: A Comparison of the JOBS Act Crowdfunding Regulations (and When to Use Them) by Amy Wan, Trowbridge Sidoti LLP • Practice Note: Crowdfunding Intermediaries under the JOBS Act by Brian Castro, FundPaaS, and Michael Vargas, Rimon, P.C.
Assigning Commercial Contracts
This practice note addresses the assignability of commercial contracts. It covers situations where an agreement (1) permits assignment, (2) prohibits assignment, (3) restricts assignment to certain situations, or (4) is silent with respect to assignability. The enforceability of anti-assignment clauses in general is also discussed. Read more.