Lexis Practice Advisor® Practice Insights—May 2015

Lexis Practice Advisor® Practice Insights—May 2015

LexisNexis partners with leading practitioners from across the country to develop Lexis Practice Advisor® practical guidance for transactional matters. Periodically InfoPro highlights the practical insights developed by these attorneys on specific topics in their area of expertise. These insights can be shared with your attorneys, used in your newsletters and on your intranet.  

Project Finance Transactions
Banking & Finance Insights by Sherry Mitchell

As today’s world grows smaller, the demand for financing the development of infrastructure across the globe has grown. In project finance transactions, debt and equity are used to finance, or refinance, the construction and operation of a particular project. Such financings are often utilized in the energy, infrastructure, industrial or mining industrial sectors.

Learn more about project finance transactions:

Sherry Mitchell, Esq., head of Lexis Practice Advisor® Banking & Finance, brings eleven years of experience to LexisNexis®, joining the team from Clifford Chance U.S. LLP.

Settlement Agreements

Bankruptcy Insights by Cody Tray

In the context of a Chapter 11 case, there are many important questions to be considered involving settlement agreements. For example, if the party asserting a claim files for bankruptcy, it is required that any settlement agreement that is entered into be approved by the bankruptcy court. Furthermore, when parties enter into a settlement pre-petition, there is a risk that the settling party will obtain a discharge in bankruptcy of its payment obligation, thus leaving the releasing party in a situation in which it does not receive the full amount of the settlement nor can it bring its original claim. This situation typically arises when the settlement agreement involves payments being made over time, but there is still a risk of this happening when the settlement agreement provides for the settlement amount to be paid all at once. Having a full understanding of these issues and other related matters is guaranteed to help you in representing your clients who have filed for Chapter 11 or are otherwise involved in a bankruptcy proceeding.

Learn more about settlement agreements:

Cody Tray, Esq., head of Lexis Practice Advisor® Financial Restructuring & Bankruptcy, brings nine years of bankruptcy experience to LexisNexis®, including experience at Davis Polk & Wardwell LLP and a clerkship with the Honorable Robert E. Gerber, SDNY Bankruptcy Judge.

New York Business Taxes (Statutory Update)

Business Insights by Eric Bourget

Business taxes in New York follow familiar models. Income tax structures for sole proprietorships, partnerships and LLCs mirror the federal system. As a result of sweeping tax reform which eliminated the alternative minimum tax, income tax for corporations (i.e., franchise tax) comprises three alternative methods for calculating the tax due. Eventually, there will be two corporate tax bases because the capital base is gradually being phased out.

Learn more about New York business taxes:

Eric Bourget, Esq., Lexis Practice Advisor® Team Lead and Group Director of Specialized and Corporate offerings, brings ten years of both private and in-house practice experience to LexisNexis®.

Understanding the Role of Agents and Other Key Operators in the Entertainment Industry

Business Insights by Eric Bourget

In the entertainment industry, an agent seeks to procure employment for their client. They are the dominant dealmakers in the world of theater, book publishing, film and television. In film and television, agents find actors roles or pitch screenwriters’ works to studios, producers and other actors. In music, agents may procure live engagements for musicians—and in book publishing, agents may attempt to secure publishing agreements for authors. Representation contracts between talent agents and artists must be in writing. The only notable exception in which an oral agreement will be given effect is pursuant to 8 CCR 12002, where an agent directly procures employment for the artist and the parties’ oral agreement is ratified in writing within 72 hours. If the oral agreement is not ratified within 72 hours, it is voidable. Attorneys should also note that agents are regulated by state statutes and required to be licensed. Accordingly, contracts between agents and talent are highly standardized with little room for negotiation.

Learn more about understanding the role of agents and other key operators in the entertainment industry:

Eric Bourget, Esq., Lexis Practice Advisor® Team Lead and Group Director of Specialized and Corporate offerings, brings ten years of both private and in-house practice experience to LexisNexis®.

Planning for and Managing a Data Breach

In-House Insights by Eric Bourget

When a data breach occurs, the response must be comprehensive and immediate. The costs to businesses that suffer a data breach are substantial, and include expenses incurred for detection and notification, economic losses due to loss of customer trust, class action lawsuits and penalties imposed by regulators. In order to minimize risk, it is strongly recommended to develop a data breach avoidance plan in advance of any breach.

Learn more about planning for and managing a data breach:

Eric Bourget, Esq., Lexis Practice Advisor® Team Lead and Group Director of Specialized and Corporate offerings, brings ten years of both private and in-house practice experience to LexisNexis®.

Privacy Considerations and Drafting Privacy Policies

IP & Technology Insights by Lindsay Bringardner

If your company is collecting consumer data from customers (e.g., via credit card payments or websites, or simply by having an online marketing presence), you should consider utilizing a privacy policy that notifies your customers what type of information is being collected and for what it will be used. The privacy policy also should identify with whom the data is shared, if applicable, and provide an opt-out for consumers who do not want to be contacted about marketing offers or by third parties.

Learn more about privacy considerations and drafting privacy policies:

Lindsay Bringardner, Esq., head of Lexis Practice Advisor® Intellectual Property & Technology, brings twelve years of legal experience to LexisNexis®, including experience at Latham & Watkins LLP and Pryor Cashman LLP.

FLSA Class Actions

Labor & Employment Insights by Carrie Wright

In recent years, class action wage and hour litigation against employers has surged. To successfully litigate such actions on behalf of employers, you must familiarize yourself with strategic and procedural issues unique to such actions. Moreover, resolving such litigation presents its own set of strategic and drafting challenges.

Learn more about FLSA class actions:

Carrie Wright, Esq., head of Lexis Practice Advisor® Labor & Employment, brings nearly fifteen years of legal experience to LexisNexis®, including experience at Epstein Becker & Green, P.C., Paul, Weiss, Rifkind, Wharton & Garrison LLP and Rabinowitz, Boudin, Standard, Krinsky & Lieberman, P.C.

Asset Purchase Agreement Basics

M&A Insights by Dana Hamada

If your client is acquiring the assets of a privately held company, it’s important to understand key features of the asset purchase agreement when drafting and negotiating the deal. In an asset deal, because the parties have the ability to pick and choose which assets will be sold, the APA must include a detailed description of the assets and liabilities being acquired and retained. In a private transaction, moreover, the focus on representations and warranties is increased, as they are the main source of information about the target company.

Learn more about asset purchase agreement basics:

Dana Hamada, Esq., head of Lexis Practice Advisor® Mergers & Acquisitions, brings a wealth of legal experience to LexisNexis®, joining the team from Jenner & Block LLP and Gibson, Dunn & Crutcher LLP.

ALTA Surveys in Commercial Purchase and Sale Transactions

Real Estate Insights by Richard J. Sobelsohn

An ALTA Survey is a land survey prepared in accordance with certain prescribed minimum standards. The ALTA Survey plays a key role in the due diligence process. Its primary purpose is to provide the title insurance company with the information necessary to delete the standard survey exceptions from the title insurance policy. ALTA Surveys also provide purchasers with important information about the subject property, such as the location of property boundaries, easements and encroachments.

Learn more about ALTA Surveys in commercial purchase and sale transactions:

Richard J. Sobelsohn, J.D., GGP, LEED Accredited Professional, Team Lead and Group Director of Lexis Practice Advisor® Financial Practice Area Modules, brings almost sixteen years of both private and in-house practice experience to LexisNexis®.

Introduction to Securitization

Securities Insights by Ron Llewellyn

Securitization refers to the process through which rights to a future stream of payments are converted into securities supported by financial assets that represent the rights to the future stream of payments. The securitized assets, known as asset-backed securities, are subject to U.S. securities laws, including Regulation AB and Regulation AB II. Counsel working on securitization transactions should have an understanding of the major transaction documents and parties, as well as the legal disciplines and issues that are involved.

Learn more about the introduction to securitization:

Ron Llewellyn, Esq., head of Lexis Practice Advisor® Securities & Capital Markets, brings a wealth of expertise to LexisNexis®, including experience at Skadden, Arps, Slate, Meagher & Flom LLP, MasterCard Incorporated and Saks Incorporated.