April 22, 2025

What’s Your Taxable Income—If You Don’t Mind My Asking? Computing Taxable Income for Partnerships

The most prominent tax characteristic of a partnership or LLC is that these entities are flow-through entities for tax purposes. Consequently, the entities do not pay taxes themselves. Rather, they report to the IRS their income and the partners' or members' distributive shares of this income. who then pay their appropriate share of taxes, if any, on their own tax returns. But while partnerships and LLCs are not...

April 22, 2025

New Hotel and Hospitality Property Resource Kit

Hotel and hospitality acquisitions generally include additional operational concerns such as employee transitions, food and beverage operations, inventory, and guest baggage turnover, as well as franchise relationships. Check out our new resource kit for more information and links to Practical Guidance content focused on acquisition, ownership, and financing of hotel and other hospitality properties. Read now »...

April 22, 2025

Market Trends H2 2024: Fraud Carve-Outs in Private Target Deals

When drafting and negotiating an acquisition agreement, counsel should address potential issues arising from allegations of fraud to avoid potentially complex, time-consuming, and costly disputes after an acquisition agreement is signed. This new market trends practice note highlights the critical role of defining fraud to mitigate post-signing disputes and examines the interplay of fraud carve-outs with key contractual...

April 22, 2025

Federal 340B Prescription Drug Discount Program

Understand the prescription drug discount program established under Public Health Service Act Section 340B. Read now » Related Content Life Sciences Post-Closing Price Reporting Covenant Clause Use this template clause to comply with price reporting rules that a target may be subject to as a participant in government sponsored health care programs such as Medicare or Medicaid. Practical Guidance Updates...

April 22, 2025

Employees Shouldn’t Be Bot-thered: States Seek to Protect Them from AI Discrimination

Do you need to understand how states are trying to protect employees from algorithmic and artificial intelligence (AI) discrimination? Read our newly published article, States Passing Laws to Prevent AI Discrimination in Workplace , by Brian Joseph, StateNet Correspondent. Read now » Related Content Generative Artificial Intelligence (AI) Resource Kit Access current guidance on generative AI, including with...

April 22, 2025

Faux Real: Deepfakes Meet IP Law

Read this practice note explaining key IP issues associated with deepfakes, including potential claims under copyright, trademark, right of publicity, and tort law. Understand the current legislative and regulatory landscape as well as jurisdictional differences. Deepfakes, powered by rapidly advancing artificial intelligence (AI), create highly realistic and deceptive media. This note provides valuable insights into...

April 22, 2025

Come Ride the Little Train Rolling Down the Tracks: Railroad Claims and Coverage State Law Survey

Do a deep dive into laws across the 50 U.S. states, the District of Columbia, and Puerto Rico on the construction, operation, and maintenance of electric, street, and industrial railroad lines. Read now » Related Content Transportation Service Providers Logistics Examine the role of transportation logistics service providers in the commercial supply chain, including transporting products and materials through...

April 22, 2025

ACO-untable Care: Exploring ACOs in Healthcare.

Check out this practice note from Practical Guidance – Healthcare for an overview of Accountable Care Organizations (ACOs), including a discussion of the basic eligibility requirements for ACOs seeking to participate in the Medicare Shared Savings Program (MSSP). The practice note will assist attorneys representing healthcare organizations, including doctors, hospitals, and other healthcare providers, that are part...

April 22, 2025

FinCEN Exempts U.S. Business From Disclosure Rules

The Corporate Transparency Act (CTA) was enacted as part of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021. It requires certain entities to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). Since its enactment, the reporting requirements have been subject to significant debate. Recently, FinCEN issued interim final rules exempting certain...

April 22, 2025

Achieve Clarity and Compliance: Expert Tips on Loan Agreement Schedules

Early on in a loan transaction, the parties should discuss and agree on the expected content of the schedules to the credit agreement. This practice note describes how to prepare, review, and update the schedules appended to a credit agreement, focusing on the disclosure schedules, in which the borrower provides information about its assets or organizational structure or certain exceptions to ensure the accuracy of its...

April 22, 2025

Going Somewhere? Navigating Employee Relocation Programs and Their Tax Ramifications

Employers often relocate employees to meet their business needs, respond to trends, and remain competitive. Many employers have corporate mobility programs and policies that allow them to identify top talent, place them strategically throughout the organization, and offer relocation incentives. To protect their sizeable investment, employers often require employees to sign relocation agreements in which the employee agrees...

April 22, 2025

Navigating Data Broker Laws: A Comparative Guide to Key State Laws

This chart provides a comprehensive comparison of the data broker laws in California, Oregon, Texas, and Vermont. It outlines key provisions, including entities and data covered, registration fees, registration disclosure requirements, data security obligations, and enforcement penalties. Additionally, the document highlights and explains the key differences across the states' statutory frameworks, offering detailed...

April 22, 2025

May the Force (Majeure Clause) Be with You!

Explore this guidance for invoking a force majeure clause in a commercial contract. This checklist addresses how to assess whether the event qualifies as a force majeure event, satisfying notice and mitigation requirements, and alternative remedies that may be available. Read now » Related Content Risk Allocation in Commercial Contracts Review effective risk allocation mechanisms in commercial contracts...

April 22, 2025

Arbitration of Construction Disputes Under AAA Rules

Construction disputes are commonly arbitrated because of the many advantages arbitration provides. The American Arbitration Association (AAA) is the most used forum for the arbitration of construction disputes. Use this checklist to quickly get up to speed on the process for an AAA construction arbitration. Read now » Related Content Arbitration of Construction Disputes under the Rules of American Arbitration...

April 22, 2025

SEC Drops Defense of Biden-Era Climate Disclosure Rules

On March 27, the Securities and Exchange Commission said it would no longer defend regulations that it had originally adopted in March 2024, requiring some of the world's largest corporations to publicly disclose the effects climate change could have on their businesses. Read this article for more details on the SEC’s stance toward these climate disclosure rules. Read now » Related Content SEC...

April 22, 2025

Explore Expert Insights for Your Next Legal Career Move

Considering a change? Our industry experts offer valuable insights on what to weigh when contemplating a lateral move. Discover how to effectively navigate your ethical responsibilities and gain practical tips tailored for associates, counsel, and partners. Don't miss out on this essential guide—explore the practice note at the link below! Read now » Related Content Professional Development: Life...

April 22, 2025

Subchapter V Eligibility Gets a Boost!

It is hard to believe it has been three years since our last inflation adjustment pursuant to Section 104 of the Bankruptcy Code. The adjustments to the Subchapter V eligibility limits were increased from $3,024,725 to $3,424,000. With more companies now eligible for Subchapter V, make sure to check out our tracker to stay up to date on Subchapter V legal developments. Don’t forget to set an alert, so you are notified...

April 15, 2025

Tariffs Bring Move toward Regressive Taxation

Tariffs are generally considered a regressive form of taxation—that is, a tax burden that falls more heavily on lower-income individuals than on higher-income individuals, relative to their incomes. When tariffs are applied, the cost of goods subject to the tariffs typically increases—unless absorbed in full by the seller. Since lower-income households spend a larger proportion of their income on goods and...

April 15, 2025

Having Difficulty Obtaining Real Estate Acquisition Financing?

Explore installment land contracts, which are alternatives to traditional mortgages and deeds of trust, where the seller finances the sale. The purchaser agrees to make installment payments to the seller with the seller retaining title as security for the buyer’s obligations. Refer to this installment land contracts state law survey for state-specific laws governing these types of agreements. Read now »...

April 15, 2025

Key Negotiating Points in Private M&A: What You Need to Know

In today's fast-paced deal-making environment, clients rely on their counsel to possess extensive knowledge of transactional negotiations, encompassing the full range of typical buyer and seller positions. They anticipate this expertise will be harnessed to effectively solve problems and ensure the timely delivery of agreements. This checklist provides an overview of key negotiating points to keep in mind when negotiating...

April 15, 2025

Hatch-Waxman Safe Harbor Checklist

This checklist covers how the Hatch-Waxman safe harbor provision applies to the drug development process. Read now » Related Content Hatch-Waxman Act Fundamentals Get an overview of the approval process for prescription drugs under the Hatch-Waxman Act and understand the scheme for patent litigation between brand-name drug companies and generic drug companies. Practical Guidance Updates Featuring the...

April 15, 2025

Responding to a Complicated Antitrust Complaint

Antitrust complaints are infamous for their complexity. Can you really call a hundred-page pleading a “short and plain statement”? But Bell Atlantic Corp. v. Twombley was after all an antitrust case. If you are answering an antitrust complaint or even drafting one, check out this sample complaint in Practical Guidance Antitrust, the Civil Antitrust Litigation topic detailing responses to a complicated online...

April 15, 2025

Save a Penny and a Pound: Learn How AI Affects Employers’ Wage and Hour Policies and Procedures

Do you need guidance on how artificial intelligence (AI) affects wage and hour legal issues and how employers can use AI for wage and hour purposes? Read our newly published practice note, AI and Wage and Hour Issues: Key Considerations for Employers , by Sean T. Kingston of Fisher & Phillips LLP. Read now » Related Content Generative Artificial Intelligence (AI) Resource Kit Access current guidance...

April 15, 2025

Unlock the Blocking Power of the ITC in Non-Patent Section 337 Investigations

Discover the expansive scope of Section 337 investigations beyond patent infringement. This practice note provides key insights into leveraging non-patent causes of action to protect domestic industries from unfair competition. Equip yourself with the knowledge to navigate these nuanced proceedings effectively with expert guidance from Robert Niemeier and Daniel Yonan of Sterne Kessler Goldstein & Fox PLLC. Read...

April 15, 2025

“Straight Outta” Washington: Executive Orders and Tariffs “Drop it Like It’s Hot” in the Insurance Sector

Discover some of the executive orders issued and tariffs implemented by President Donald J. Trump since his inauguration on January 20, 2025, and their potential impact on the insurance industry. Read now » Related Content Presidential Executive Actions Tracker Explore President Trump’s executive actions with this tracker spanning multiple areas of law. The tracker provides the name and a link to the...