August 13, 2019

Reverse Mergers

By: Paul M. Rodel , Nicholas P. Pellicani , and Joel D. Salomon, Debevoise & Plimpton LLP This article examines market trends in reverse mergers by addressing recent notable transactions, deal structure and process, deal terms, disclosure trends, and legal and regulatory trends, and provides a market outlook for 2019. OVER THE LAST DECADE, A SIGNIFICANT NUMBER OF PRIVATELY held companies have transitioned to public...

June 20, 2019

Updates and Legal Developments Summer 2019

SAN FRANCISCO ADOPTS ORDINANCE BANNING CITY’S USE OF FACIAL RECOGNITION TECHNOLOGY SAN FRANCISCO HAS BECOME THE FIRST CITY IN THE United States to ban the use of facial recognition technology to identify individuals. As a result, city agencies, including the police department, will be prohibited from using the technology in the course of their governmental activities. The ordinance does not apply to individuals...

June 19, 2019

Mediating Employment Disputes

By: Patrick J. Lamparello and Noa M. Baddish Proskauer Rose LLP This article explains the process of mediating employment disputes, describes the contexts in which it may arise, and articulates the advantages and disadvantages of this process. Mediation is a non-binding, informal, and confidential negotiation in which a neutral third party actively promotes a mutually acceptable settlement. PARTIES OFTEN ATTEMPT TO...

June 19, 2019

Mediating Employment Disputes Checklist (Including Sexual Harassment Claims)

By: Laurie E. Leader , Chicago-Kent College of Law and Effective Employment Mediation, LLC This checklist highlights the main points for attorneys to consider when pursuing the mediation of employment disputes, including sexual harassment claims. Parties may wish to pursue mediation to resolve conflicts rather than engage in costly litigation. Mediation—a non-binding, informal, and confidential negotiation—facilitates...

June 19, 2019

Emerging Biometric Laws: Considerations for Employers and Companies Collecting Data

By: Aravind Swaminathan , David T. Cohen , Rochelle Swartz , and Nicholas Farnsworth Orrick Herrington & Sutcliffe LLP A recent decision from the Supreme Court of Illinois heightens the risks faced by companies collecting biometric information by... A recent decision from the Supreme Court of Illinois heightens the risks faced by companies collecting biometric information by holding 1 that an individual who is...

June 19, 2019

Drafting Landmines: Warranties for the Sale of Goods

By: Timothy Murray , Murray Hogue and Lannis The word warranty isn’t just mired in confusion; it leaps, dives, and wallows in it. It means so many different things that the great Karl Llewellyn, the chief architect of the Uniform Commercial Code (U.C.C.), said that “the sane course is to discard the word from one’s thinking.” 1 LLEWELLYN AND COMPANY BOWED TO TRADITION AND included the word...

June 18, 2019

Business Development Companies

By: Nicole M. Runyan and William J. Tuttle, Proskauer Rose LLP Increasing numbers of asset managers are evaluating the potential benefits of including a business development company (BDC) within their suite of managed funds and accounts. A BDC is a hybrid of an investment company and a traditional operating company and, as a result, their operations are subject to a unique and complex adaption of various federal securities...

June 18, 2019

Hatch-Waxman Pre-suit Considerations from the Generic Perspective

By: Janet B. Linn , Tarter Krinsky & Drogin LLP This article addresses how counsel for a generic drug company should prepare for patent litigation under the Drug Price Competition and Patent Term Restoration Act of 1984, better known as the Hatch-Waxman Act. 1 It examines strategies that you should review with your client and actions that you should take in advance of Hatch-Waxman litigation. Careful pre-suit preparation...

June 18, 2019

Corporate Debt Securities in U.S. Capital Markets

By: Ari B. Blaut and Daniel R. Loeser , Sullivan & Cromwell LLP The U.S. debt capital markets are an important source of capital for companies that borrow money to finance their businesses. Companies borrow money for a variety of reasons, from financing day-to-day operations and managing seasonal fluctuations in working capital, to funding acquisitions or paying dividends. Most companies obtain debt through loans...

June 18, 2019

Economic Advantages for Existing Property Owners in Opportunity Zones

By: Jessica Millett , Duval & Stachenfeld, LLP AS KNOWLEDGE OF THE OPPORTUNITY ZONE PROGRAM (the OZ Program), which was tucked away inside the 2017 Tax Reform package, 1 trickled out to the real estate community, ears began to perk up all over the country. As tax professionals parsed through the new provisions in the Internal Revenue Code (the Code) and explained the suite of tax benefits, investors and developers...

June 15, 2019

Surplus Lines Placement Compliance Flowcart

By: Cynthia Borrelli and Michael J. Morris , Bressler Amery & Ross, P.C. To find this article in Lexis Practice Advisor, follow this research path: RESEARCH PATH: Insurance > Managing Insurance Representatives > Checklists

June 14, 2019

Secured Overnight Financing Rate in Loan Transactions

By: Jason Amster , Lexis Practice Advisor This article describes the Secured Overnight Financing Rate (SOFR), a broad credit-risk measure that is a frontrunner to replace the London Interbank Offered Rate (LIBOR). The article addresses how SOFR is calculated, how it compares with LIBOR, and its advantages and disadvantages in loan transactions. These are important considerations in legacy deals and in new financings...

June 13, 2019

Special Considerations for Excess and Surplus Lines Brokers

By: Cynthia Borrelli and Michael J. Morris , Bressler Amery & Ross, P.C. This article addresses special considerations about surplus lines (SL) brokers like the surplus lines agent’s (SLA) license status, due diligence searches by agents of admitted marketplace prior to a SL placement, and broker disclosure of status of excess and surplus (E&S) insurers as unauthorized. Audit recordkeeping reports and...

April 21, 2019

Wellness Program Design and Compliance

By: Emily D. Zimmer and Lynne S. Wakefield , K&L Gates LLP EMPLOYER-SPONSORED WELLNESS PROGRAMS HAVE become increasingly common as employers attempt to control rising healthcare costs and improve employees’ overall health and productivity. Designing and operating a wellness program requires careful consideration of compliance obligations under a number of different laws including, but not limited to, the...

April 20, 2019

Association Health Plans

Brian W. Berglund and Sarah L. Bhagwandin , Bryan Cave Leighton Paisner LLP This article discusses the requirements for Association Health Plans (AHPs) under the Employee Retirement and Income Security Act of 1974 (ERISA) and describes how the final rule issued by the U.S. Department of Labor (DOL) may shape how you advise clients wishing to either establish a new AHP or reevaluate the operations of an existing AHP...

April 20, 2019

Wellness Programs Design and Implementation Checklist

These guidelines will assist you in implementing a wellness program that complies with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Patient Protection and Affordable Care Act of 2010 (ACA), the Americans with Disabilities Act of 1990 (ADA), the Genetic Information Nondiscrimination Act of 2009 (GINA), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Employee Retirement...

April 20, 2019

Health Plan Provider Agreement Essentials Checklist

This checklist is designed for attorneys representing health plans who are asked to draft or review an agreement with healthcare providers who will be part of the plan’s provider network. It highlights key legal and business points for you to consider when preparing a provider agreement for use by a plan. Assemble Your Project Team . Identify someone at the health plan to connect you with appropriate stakeholders...

April 20, 2019

Health Plan Network Provider Agreement Essentials

By: Jason Brocks , Lexis Practice Advisor This article discusses provisions for agreements between health plans and doctors, dentists, and other healthcare professionals who provide healthcare services to plan members. It is intended as a guide for attorneys representing health plans who are asked to draft, review, or negotiate a provider agreement with providers who wish to participate in the health plan’s provider...

April 20, 2019

Healthcare Providers and Insurers: FTC Approach to Provider Mergers and Acquisitions

By: Alexis J. Gilman, Joseph M. Miller, and Angel Prado, Crowell & Moring LLP This article explains how antitrust enforcers, primarily the Federal Trade Commission (FTC), analyze healthcare provider mergers, including hospital, outpatient, and physician-group mergers. AFTER FEDERAL AND STATE ANTITRUST ENFORCERS LOST seven straight hospital-merger challenges in the 1990s, which put their hospital-enforcement approach...

April 19, 2019

Physician Practice Acquisitions: Avoiding Legal Pitfalls

By: William B. Eck, Seyfarth Shaw LLP This article focuses on the special merger and acquisition considerations applicable to physician practice acquisitions. The past couple of years have seen a resurgence in the acquisition of physician practices, both by hospitals and by private equity firms. Hospitals and health systems are increasingly looking for clinical integration. Private equity firms see the advantages that...

April 18, 2019

Ambulatory Surgical Center Lease Agreements

By: Alan B. Gordon, Paul A. Kiehl, and Timothy R. Loveland , McGuireWoods LLP WHILE NEGOTIATION OF LEASE AGREEMENTS FOR MOST healthcare providers involves the same issues presented by most commercial lease agreements, this article deals with leases for ambulatory surgical centers (ASCs), which present unique issues that must be identified and negotiated by the attorneys representing the landlord and the ASC tenant....

April 18, 2019

Current Updates and Legal Developments Healthcare SE 2019

EEOC LEAVES WORKPLACE WELLNESS PROGRAMS IN LIMBO EFFECTIVE JANUARY 1, 2019, REGULATIONS ISSUED by the Equal Employment Opportunity Commission (EEOC) concerning incentive-based workplace wellness programs are rescinded, leaving employers without guidance until at least June. By way of background, in May 2016, the EEOC had finalized regulations explaining how employers could provide financial and other incentives to...

March 01, 2019

AI Can Create Art, but Can It Own Copyright in It, or Infringe?

By: Sarah Ligon Pattishall, Mcauliffe, Newbury, Hilliard & Geraldson LLP A 17-year-old bet his high school programming club that artificial intelligence (AI) could outperform human beings. To prove it, Robbie Barrat developed a program that could write its own rap lyrics using 6,000... A 17-year-old bet his high school programming club that artificial intelligence (AI) could outperform human beings. To prove it...

February 22, 2019

Biosimilars and The Biologics Price Competition and Innovation Act (BPCIA)

By: Michael Furrow , DLA Piper, and Whitney Meier , Venable LLP The Biologics Price Competition and Innovation Act (BPCIA) provides an abbreviated pathway for companies to bring biologic drugs to market that are biosimilar to previously approved branded reference products by relying on clinical studies that were performed by the reference product sponsor (RPS). THIS ARTICLE INTRODUCES BIOSIMILARS AND THE LITIGATION...

February 22, 2019

Ohio Law Provides Legal Safe Harbor for Compliant Cybersecurity Programs

By: Chad Perlov - LEXIS PRACTICE ADVISOR THIS ARTICLE DISCUSSES THE OHIO DATA PROTECTION Act’s (ODPA) new legal safe harbor against data breach claims and how to comply with the requirements set out in the statute. Effective November 2, 2018, businesses and nonprofit entities that create and maintain a cybersecurity program in accordance with the ODPA’s requirements can assert their compliance as an affirmative...