Practice Insights from Lexis Practice Advisor®

Practice Areas:

• Finance
• Corporate and M&A
• Capital Markets & Corporate Governance
• Labor & Employment
• Federal Civil Practice
• Corporate Counsel
• Data Security & Privacy
• Real Estate
• Employee Benefits & Executive Compensation
• Intellectual Property & Technology
• Commercial Transactions
• Antitrust
• Bankruptcy

FINANCE
Market Trends: Anti-hoarding Provisions

This practice note discusses the key characteristics of anti-hoarding provisions in loan agreements in the oil and gas (O&G) industry and examples of these provisions in publicly filed deals.

O&G exploration and production (E&P) activities are capital intensive. Many O&G companies turn to secured credit to finance their E&P activities. The collateral securing these loans is often the borrower’s O&G reserves (i.e., unextracted mineral resource deposits). The use of collateral makes these loans a form of asset-based lending that are referred to as reserve-based loans (RBLs). RBLs have been common in the industry in recent years, especially among non-investment-grade E&P companies. Read more.

CORPORATE AND M&A
European Union Adopts General Data Protection Regulation (GDPR)

Effective May 25, 2018, the General Data Protection Regulation (GDPR) introduced sweeping changes and requirements impacting businesses around the world, regardless of where they operate. Among the changes are: 1) tougher sanctions for non-compliance, with a maximum of 4% of an organization’s worldwide revenue; 2) the obligation to notify authorities of a breach within 72 hours; 3) new data privacy governance requirements; and 4) the reinforcement of an individual’s right to have personal data removed from online systems. The regulations will increase the risk of expensive enforcement actions and litigation for organizations under its jurisdiction, as well as obligate its members to establish more complex data privacy programs and ensure ongoing compliance. Read more.

Related content:

• Practice Note: FinTech M&A Potential Pitfalls and Regulatory Aspects by Daniel Serota, Sidley Austin LLP
• Practice Note: Insurance M&A Transactions by Edward Best, Lawrence Hamilton, and Magnus Karlberg, Mayer Brown LLP

CAPITAL MARKETS & CORPORATE GOVERNANCE
Comprehensive Form 10-K

This practice note discusses multi-year comprehensive annual reports on Form 10-K (comprehensive Form 10-K). A comprehensive Form 10-K may be used by a reporting company that is delinquent in its periodic report filings with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended (Exchange Act). In lieu of filing all the missing reports, the company may file a comprehensive Form 10-K that includes all material information required to have been included in those filings. Read more.

LABOR & EMPLOYMENT
English-Only Policies: Key Considerations for Drafting and Compliance by Jamala S. McFadden, Chandra C. Davis and Raquel H. Crump, The Employment Law Solution: McFadden Davis, LLC

This practice note discusses key considerations and provides guidance for drafting, implementing and enforcing effective and legally compliant English-only policies in the workplace.

Specifically, this practice note covers the following key issues:

• Introduction to English-Only Policies
• When Are English-Only Policies Lawful?
• What Are the Key Considerations in Drafting an English-Only Policy?
• What Are the Best Practices for Implementing and Enforcing an English-Only Policy?
• Sample English-Only Policy Language

Read more.

FEDERAL CIVIL PRACTICE
Document Requests: Drafting and Serving RFPs (Federal) by Jim Wagstaffe and The Wagstaffe Group^®

This practice note discusses how to draft and serve document requests in a federal action and covers topics such as the Rule 34 requirements, drafting the request, formatting the request, proportionality, types of document requests, entry on land, destructive testing, document preservation, propounding requests, and motions to compel discovery. Read more.

For sample document requests that may be used in federal court:

• Form: Requests for Production of Documents (Plaintiff to Defendant) (Federal)
• Form: Requests for Production of Documents (Defendant to Plaintiff) (Federal)

For more on document requests:

• Practice Note: Document Requests: Responding to RFPs (Federal) by Jim Wagstaffe and The Wagstaffe Group
• Practice Note: Document Requests: Initial Considerations (Federal)

CORPORATE COUNSEL
Initial Public Offerings in International Jurisdictions

This practice note provides links to international guides addressing essential aspects of initial public offering law and policy. Leading law firms in each of the international jurisdictions answer key questions on this topic. These questions and answers are compiled in Getting the Deal Through guides. Read more.

For additional information, see GTDT: Initial Public Offerings Global Overview.

DATA SECURITY & PRIVACY
Data Protection Regulation Fundamentals (EU) by Lexis^® PSL, a LexisNexis^® UK practical guidance solution

The Data Protection Act 1998 (DPA 1998) governs the processing of personal data in the UK. It incorporates the provisions of Directive 95/46/EC (the Data Protection Directive) into UK law, and obliges those handling personal data to comply with eight core data protection principles and gives individuals a number of rights in relation to information that is about them, including a right of access. Read more.

REAL ESTATE
Retail Leasing Resource Kit

This resource kit provides guidance on the retail leasing process and explains where to find Lexis Practice Advisor^® practice notes, forms, checklists and clauses related to retail leasing. Though each retail lease transaction is unique, most follow the general deal flow set forth in this note. State-specific retail leasing resources are found at the end of this kit. Read more.

For guidance on office leasing:

• Practice Note: Office Leasing Resource Kit
• Practice Note: Office Leasing Resource Kit (CA)

For guidance on subleasing:

• Practice Note: Subleasing Resource Kit

EMPLOYEE BENEFITS & EXECUTIVE COMPENSATION
QDRO Resource Kit

This resource kit provides guidance for qualified retirement plan sponsors and their advisors on qualified domestic relations orders (QDROs) under the Internal Revenue Code and the Employee Retirement Income Security Act (ERISA). If a state court issues a domestic relations order that deals with a participant’s interest in a qualified retirement plan, the plan must determine that the order is qualified under ERISA and the Code. This resource kit sets forth the Lexis Practice Advisor practice notes, forms and checklists designed to help ensure compliance with the QDRO rules. Read more.

INTELLECTUAL PROPERTY & TECHNOLOGY
Pharmaceutical Patent Litigation Strategies by Jeffrey Alan Hovden, Robins Kaplan LLP

This article discusses strategies that counsel for brand-name and generic drug companies may employ in pharmaceutical patent litigation under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly known as the Hatch-Waxman Act. It focuses on litigating infringement and validity of active pharmaceutical ingredient (API), formulation and treatment patents using court decisions as a guide to what works and what doesn’t for each side in Hatch-Waxman litigation. Read more.

You can also read this article in The Lexis Practice Advisor Journal™ here.

COMMERCIAL TRANSACTIONS
Big Data Privacy Issues

This practice note discusses key legal issues surrounding big data analytics, including its benefits and risks, as well as U.S. federal law addressing privacy and data security regulation.

Overview

Big data analytics is the collection and analysis of large and varied data sets (big data) from a wide array of sources, including the Internet of Things (IoT), in real time to discover hidden patterns, trends, correlations and preferences to make more accurate, and therefore better (and less risky) decisions. Instead of focusing on precise relationships between separate data points, big data analytics uses an array of techniques and algorithms to infer trends over the entire set. Read more.

ANTITRUST
Integration Planning: Antitrust Considerations by Michael B. Bernstein, Matthew A. Tabas and Katherine M. Clemons, Arnold & Porter

This practice note discusses the antitrust issues that arise during integration planning and how you can seek to avoid common pitfalls. Parties entering into a transaction agreement typically want to start planning for the combined company’s operations as soon as possible—both to ensure a smooth transition and to realize any efficiencies from the merger as quickly as possible. While planning for integration is permissible under the antitrust laws, there are restrictions on actual implementation of integration prior to closing. Read more.

BANKRUPTCY
Common Defense Issues to Lender Liability by Trey Monsour, Polsinelli PC

This practice note discusses defense issues raised by both the failure to properly assert a litigation claim and the doctrine of in pari delicto in the context of lender liability.

The nature of lender liability claims can vary greatly. Yet, there are some defense issues that are common to most claims. These include the defense of failure to assert a claim and the defense of in pari delicto. The defense of failure to state a claim speaks to the heightened pleading requirements developed in case law that necessitate greater specificity for a plaintiff to state a claim. If a complaint filed in federal court consists of nothing more than conclusory allegations of wrongdoing by a lender rather than specific statements of fact, then the complaint should be dismissed. Conversely, the defense of in pari delicto is an equitable defense that bars a party responsible for any wrongdoing from bringing a claim against another party based upon that wrongdoing. Read more.