July 01, 2025

No Cap: Expanding the Section 4960 Reach on Tax-Exempts under the One Big Beautiful Bill Act

Section 112020 of the “One Big Beautiful Bill Act” (OBBBA), House version, would expand the reach of the IRC § 4960 excise tax on compensation in excess of $1 million (equal to 21%, the corporate tax rate) paid to employees of an applicable tax-exempt organization (ATEO), removing the current cap that limits application to the five highest-compensated employees of the tax-exempt entity. The revised rule...

July 01, 2025

Advance and Discount Factoring: Legal Distinctions and Structural Insights

Read this practice note discussing factoring transactions, the parties involved, and the reasons for factoring. This practice note specifically discusses the distinguishing features of advance and discount factoring agreements and details the typical structure and terms of these types of factoring arrangements, including the mechanics, flow of funds, advance rates, security, and recourse of the factor. Read now »...

July 01, 2025

Land Banking: A Strategic Approach to Real Estate Investments

Land banking transactions are an alternative financing structure where the land banker (typically an investment group) purchases the land shortly before or soon after the homebuilder acquires it. The parties enter into an option contract for the developer to repurchase the property from the land banker in phased installments. This strategy allows the builder to reduce its inventory of lots on its balance sheet and control...

July 01, 2025

Adjusting the Deal Price After Closing When the Stars are not so Spangled

Don’t miss out on what’s trending in the deal market. Find out how dealmakers are navigating valuation uncertainties with increasingly nuanced adjustment provisions, from working capital metrics to post-closing escrows. Whether you're negotiating mega deals or middle-market transactions, gain practical insight into prevailing trends and real-world clauses shaping today's private-target acquisitions...

July 01, 2025

Responding to FDA Form 483 Inspectional Observations

Check out this video discussing best practices for responding to FDA Form 483 inspectional observations. Watch now » Related Content Life Sciences FDA Matters Representation and Warranty Clause Use this template to start drafting a compliance representation clause that the target has conducted its business in accordance with a series of specific laws, rules, and regulations governing the pharmaceutical industry...

July 01, 2025

From Inbox to Incident: Avoid Cybersecurity Crises with Our Workplace Training Presentation

Do you need to educate employers and employees on cybersecurity and the risks associated with online and email communications in the workplace? Use our newly published Cybersecurity, Online, and Email Risks in the Workplace: Training Presentation by Carlos Colon-Machargo of Ogletree Deakins. Read now » Related Content ​ Cybersecurity Resource Kit Access a variety of Practical Guidance resources addressing...

July 01, 2025

Double Trouble: Mastering Double Patenting Rejections

Double patenting rejections can derail your client’s patent strategy. Read this practice note to learn about statutory and non-statutory double patenting rejections, how to identify them, and strategic response options to overcome or avoid them. Get expert insights into key distinctions, from terminal disclaimers to restriction practice under 35 U.S.C. § 121, and discover how to protect your clients' innovations...

July 01, 2025

The Long Tail Bites Back: When Old Policies Haunt New Problems

Discover how nothing says “legacy risk” like a 1972 occurrence clause. Read now » Related Content Environmental Liability Coverage and Exclusions under Commercial General Liability (CGL) Policies Explore critical environmental liability coverage issues and related pollution exclusions under CGL insurance policies; analysis extends to primary, excess, and umbrella policies, which have the same...

July 01, 2025

Unlock the Power of a Well-Negotiated Business Associate Agreement

Check out this playbook from Practical Guidance – Healthcare that provides guidance for negotiating an agreement between a Covered Entity subject to HIPAA and a third-party service provider that will handle protected health information on behalf of the Covered Entity (a “Business Associate”). The playbook is drafted in accordance with HIPAA requirements and includes guidance, drafting notes, and alternate...

July 01, 2025

The Growing Role of Strategic Bitcoin Reserve and Digital Asset Stockpile in the United States: Client Alert Digest

The United States is establishing its first ever Bitcoin reserve and digital asset stockpile, driving monetary innovation and efforts to diversify reserves beyond traditional fiat and gold. The GENIUS Act, which passed the Senate on June 17, 2025, establishes a federal framework for stablecoins. Together, these milestones signal America’s strategic push to lead global monetary innovation and shape the future of...

July 01, 2025

C-Suite Contracts: Unpacking Executive Pay and Protection

Executive employment agreements are more than just salary statements—they’re strategic tools that define the relationship between top leadership and the organization. Explore how these contracts govern compensation, bonuses, equity, severance, and protections like non-compete and change-in-control clauses. From golden parachutes to clawback provisions, executive contracts reflect a high-stakes blend of negotiation...

July 01, 2025

Privacy by Design (PbD) Implementation Checklist

This checklist offers privacy and cybersecurity considerations when designing, developing, and implementing products and services using privacy by design (PbD) principles. PbD focuses on privacy and user-centric notions of design and development throughout the entire product or service life cycle from ideation and development through deprecation and deletion. PbD aims to prevent issues from occurring and preserve privacy...

July 01, 2025

Unlocking Value: The Strategic Role of Benchmarking in Outsourcing Deals

Obtain knowledge of the benchmarking process in outsourcing transactions to allow your client to compare service provider charges and service levels to market trends with comparable customers. Issues addressed include benchmark considerations, such as service levels and pricing and cost allocation, the benchmarking process, and potential remedies when the benchmarking results indicate excessive charges. Read now »...

July 01, 2025

Build Your Legal Foundation: First Year Associate Resource Kit

Kickstart your legal career with this Practical Guidance Resource Kit—your go-to guide for mastering construction law from day one. Packed with essential tools like practice notes, templates, and checklists, this kit helps you tackle real-world assignments with confidence so you can stand out from the start. Read now » Related Content Demand Letter for Indemnification (Construction Contract) Use this...

July 01, 2025

AI for Broker-Dealers and Investment Advisers: Legal and Regulatory Considerations

As broker-dealers and investment advisers increasingly deploy artificial intelligence (AI) applications across their business functions, they must ensure that these technologies operate in compliance with applicable securities laws and regulations. These include customer-facing applications such as chatbots and virtual assistants, trading algorithms and portfolio management tools, and compliance monitoring systems. Read...

July 01, 2025

Smarter Lawyering with AI: A Governance Guide You Can’t Afford to Miss

Discover how your firm can harness the power of artificial intelligence (AI) with confidence and clarity. Our experts’ new comprehensive practice note offers vital guidance on integrating AI tools into legal workflows while navigating the complex terrain of ethics, risk, and client communication. Drawing on the latest insights, including the ABA’s recent Formal Opinion 512, it provides a practical roadmap...

July 01, 2025

Understanding Receiverships in Georgia

Explore the essential aspects of receivership, a legal process where a court appoints a receiver to manage and protect property or assets. State law governs the various aspects and types of receiverships. In Georgia, for example, several statutes govern receiverships. Check out this expertly drafted Q&A on the requirements for receiverships in Georgia. Read now » Related Content Receiverships Review...

June 24, 2025

Deal or No Deal? Mitigating Preclosing Tax Liabilities in Stock Purchase Transactions

In a stock purchase transaction, the outstanding stock of the target company is transferred directly by its stockholders to the purchaser, with a stock purchase agreement serving as the primary governing document. Tax professionals must thoroughly identify and resolve any open or unresolved tax issues and verify that all required tax filings have been executed on time. This step is critical because the target company...

June 24, 2025

Recreational Cannabis Industry Thrives

Recreational cannabis continues to gain in popularity as more states legalize its use. To meet this growing demand, an increasing number of landlords are renting space to cannabis retail businesses. Both landlords and tenants should carefully consider their rights and obligations when entering into these leases. Review this recreational cannabis dispensary lease for guidance. Read now » Related Content ...

June 24, 2025

Alternative Dispute Resolution Provisions in Life Sciences Agreements

This practice note explains whether and how drug, medical device, biologics, and other life sciences companies should include ADR mechanisms in their contracts to resolve commercial disputes. Read now » Related Content License, Development, and Commercialization Agreement (Pharmaceutical Drug) Use this template to engage with another entity to license and commercialize a pharmaceutical product or patent...

June 24, 2025

“Somewhere, Out There,” U.S. Employment Laws Still Apply: Extraterritorial Application of U.S. Employment Law

Do you need to understand when a U.S. employer may have to comply with U.S. labor and employment laws extraterritorially and when a foreign employer with operations in the United States is responsible for compliance with U.S. law? Read our practice note entitled Extraterritorial and Cross-Border Application of Federal Labor and Employment Laws by John L. Sander, Michael Watts, and William Ellis, Jackson Lewis P.C. READ...

June 24, 2025

Antitrust Guidance for Intellectual Property Licensing

Read this new practice note by Daniel Swanson and Julian Kleinbrodt from Gibson, Dunn & Crutcher to get up to speed on antitrust risks in intellectual property licensing. Leverage legal strategies for common scenarios faced in licensing intellectual property and adopt an expert approach to avoid running afoul of the antitrust laws in the context of intellectual property transactions. READ NOW » Related Content...

June 24, 2025

You Thought You Were Covered? That’s Adorable.

Take a strategic look at the high-stakes standoff that unfolds between insurers and insureds when underlying liability claims hit—and everyone pretends it’s someone else’s problem. Read now » Related Content Duty to Defend and Duty to Indemnify Learn about the two major duties that an insurer commits to providing under an insurance policy—the duty to defend and the duty to indemnify...

June 24, 2025

Helping Providers Stay Compliant: A Legal Checklist for Attorneys

Check out this checklist from Practical Guidance – Healthcare that guides attorneys through key legal and business considerations that healthcare providers need to consider when building a compliance program. This checklist can be used to advise healthcare providers including group practices, hospitals, and healthcare systems. READ NOW » Related Content Compliance Programs for Healthcare Providers...

June 24, 2025

Guidance on Accepting Cryptocurrency Payments

The CFPB has supervisory authority to ensure that digital payment platforms comply with consumer protection laws. Online businesses and merchants continue to explore accepting cryptocurrency as a form of payment for goods and services. The use of digital wallets by consumers makes the acceptance of cryptocurrency more widespread and impactful for banking organizations. Explore this guidance for key steps and considerations...