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March 01, 2018

Drafting Advice: Avoiding Disastrous Force Majeure Clauses

By: Timothy Murray MURRAY, HOGUE & LANNIS Botched Force Majeure Clauses Expose Your Client to Needless Risk As if on autopilot, attorneys sometimes tack onto their contracts generic force majeure clauses, just because everybody else does it, without bothering to tailor the clause to the particular transaction. Force majeure clauses are among the most misused provisions in the contract drafting milieu, and a botched...

March 01, 2018

Top 10 Practice Tips: Real Estate Investment Trust IPOs

By: Daniel P. Adams, Gilbert G. Menna , and Ettore A. Santucci Goodwin Procter LLP LIKE ALL IPOS, THE FUNDAMENTAL PROCESS FOR A REIT IPO involves the preparation of a registration statement (albeit on a Form S-11 instead of a Form S-1), including a prospectus, and a roadshow to be used to market the offering, as well as numerous corporate governance documents necessary to prepare the company to be a public company and...

March 01, 2018

Drafting Office Relationship Contracts Protecting Employers

By: Julie M. Capell Davis Wright Tremaine LLP                         ONCE AN EMPLOYER BECOMES AWARE OF A CONSENSUAL, romantic relationship between two employees, the human resources manager, or other equivalent professional, should meet with the employees—separately—to discuss the office relationship contract. During...

March 01, 2018

Cyber Risks in the Workplace: Guidance for Employers on Managing Insider Threats

By: Lindsay Burke and Moriah Daugherty Covington & Burling LLP Today, among the most critical risks a company can face are the cyber risks associated with its own employees or contractors. Companies are confronting an increasingly complex series of cybersecurity challenges with employees in the workplace, including employees failing to comply with established cybersecurity policies, accidentally downloading an attachment...

March 01, 2018

The Tax Cuts and Jobs Act: Insights and Planning Tips from Corporate/Business Portions of New Tax Law

By: Jerred Blanchard Baker & McKenzie LLP Background On December 20, 2017, for the first time in 30 years, Congress passed major tax legislation in the form of the Tax Cuts and Jobs Act of 2017, Pub. Law No. 115-97 (Act), signed into law by President Donald J. Trump on December 22, 2017. The legislative text and a joint explanatory statement (Conference Agreement or Conference Report) were released by the Conference...

March 01, 2018

Biometric Information Protection: The Stage is Set for Expansion of Claims

By: Torsten M. Kracht, Michael J. Mueller, Lisa J. Sotto, and Daniella Sterns Hunton & Williams LLP Litigation alleging the improper collection and storage of biometric data is being driven by the Illinois Biometric Information Protection Act (BIPA). The authors of this article discuss two headline-grabbing cases and which technologies and jurisdictions are next. ALTHOUGH SEVERAL STATES HAVE ENACTED OR PROPOSED...

March 01, 2018

Preparing for Random Trademark Registration Audits

By: Janet Marvel Pattishall, Mcauliffe, Newbury, Hilliard & Geraldson LLP The U.S. Patent and Trademark Office (USPTO) is commencing random audits of trademark registrations in which Declarations of Use have been filed to verify that the registered mark is in use on all of the goods and services in the registration. All applicants and registrants, particularly those foreign companies that have filed under the Madrid...

March 01, 2018

Start-up Seed Financing

By: Kristine Di Bacco and Doug Sharp Fenwick & West LLP Start-up companies use seed financings primarily to raise the capital required to build a minimum viable product and test their product-market fit. This article provides guidance to company counsel and founders on how to identify a seed investor and choose the financing method that best fits the company’s needs. The article assumes that the company is...

March 01, 2018

Market Trends: Shareholder Proposals

By: Trevor S. Norwitz , Sabastian V. Niles , Avi A. Sutton and Anna S. Greig Wachtell, Lipton, Rosen & Katz Shareholder proposals are a popular and effective mechanism enabling shareholders to recommend or require that a company and/or its board of directors take a specified action. TO BE ELIGIBLE TO SUBMIT A PROPOSAL FOR CONSIDERATION at a meeting of the company’s shareholders and have such proposal included...

March 01, 2018

Market Trends: Middle Market Loans

By: Patrick Yingling and Aleksandra Kopec King & Spalding What is the “middle market” of the U.S. leveraged loan market? While there is no checklist for what constitutes the middle market, the two basic parameters are that the borrower has between $10 million and $100 million of annual earnings before interest, taxes, depreciation, and amortization (EBITDA) and the aggregate loan size is in the range...

January 10, 2018

Profiles of Lexis Practice Advisor Journal™ Advisory Board Members Tyler Dempsey & Lawrence Weinstein

Tyler B. Dempsey: Troutman Sanders LLP TYLER B. DEMPSEY IS A PARTNER IN the Atlanta office of Troutman Sanders LLP, focusing on the representation of public and private companies in mergers and acquisitions. In addition, he has significant experience with spin-offs, joint venture transactions, private equity financings and general corporate and securities matters. Tyler also has experience in representing payment processing...

December 19, 2017

Current Updates and Legal Developments

D.C. COURT ORDERS EEOC TO RECONSIDER WORKPLACE WELLNESS RULES IN AN ACTION BROUGHT BY THE AMERICAN ASSOCIATION of Retired Persons (AARP), the U.S. District Court for the District of Columbia has ordered the U.S. Equal Employment Opportunity Commission (EEOC) to reconsider two regulations related to employer-sponsored wellness programs. AARP v. U.S. Equal Employment Opportunity Comm’n, 2017 U.S. Dist. LEXIS 133650...

December 19, 2017

What Employers Should Know When Considering Using Payroll Cards to Pay Wages

What Are Payroll Cards? Payroll cards—also known as payroll debit cards or paycards—are similar to bank debit cards. They are an increasingly popular method for employers to pay wages because they reduce the administrative costs associated with the processing and distribution of live, paper paychecks. Payroll cards can also be attractive to employees, as payroll cards eliminate the hassle and monetary cost...

December 19, 2017

Drafting Advice: Avoiding Accidental Contracting

By: Timothy Murray , Murray, Hogue & Lannis THERE IS A STAGGERING AMOUNT OF LITIGATION involving disputes over whether a binding contract was formed during contract negotiations. In a typical case of this kind, the parties agree on many issues while negotiating a deal, but they intend to execute a formal document and never get around to doing it before their relationship unravels for one reason or another. Litigation...

December 19, 2017

The Impact of E-commerce on Retail Leases and Lease Exit Strategies

By: S.H. Spencer Compton and Diane Schottenstein EVERY REAL ESTATE INDUSTRY HEADLINE TODAY SEEMS to trumpet the decline of retail leasing and the advent of e-commerce: the so-called “Amazon Effect.” 1 One recent article recounts the impact of Amazon on traditional retailers such as Walmart and concludes that: It is apparent the Amazon Effect has left America with far more storefronts than needed. Stand...

December 19, 2017

Top 10 Practice Tips: Master Limited Partnerships

By: Joshua Davidson , Baker Botts LLP If you are internal counsel to a publicly traded corporation that has decided to form a master limited partnership (MLP) and would like to become better educated about MLPs before starting the IPO process, below are 10 practice tips for you. 1. Obtain a basic understanding of the tax qualifying income rules. MLPs have a special tax status. Unlike corporations, they are not taxed...

December 19, 2017

The Changing Immigration Laws under the Trump Administration: A New Era for U.S. Immigration

By: Elizabeth Espín Stern and Maximillian Del Rey , Mayer Brown LLP Introduction By all accounts, immigration was among the most debated issues of the 2016 presidential election. According to the Pew Research Center, 70% of registered voters listed immigration as “very important” to their vote in 2016. From the inception of his presidency, Donald Trump has made clear that the issue remains at the...

December 19, 2017

Recent Trends in Media Industry Mergers and Acquisitions

By: Meredith Senter and Erin E. Kim , Lerman Senter PLLC This expert interview provides an overview of current market trends in the media industry and outlines the important aspects of this segment that make mergers and acquisitions in the industry unique. What Does the Current Market Look Like in the Media Industry? Mergers and acquisitions in the U.S. media industry have been on the rise. Television M&A is...

December 19, 2017

Strategies for Creating and Implementing a Zero-Tolerance Workplace Violence Policy

By: Elizabeth Harlan , Astrachan Gunst Thomas, P.C. According to the Occupational Safety and Health Administration (OSHA), approximately two million workers a year are affected by some form of workplace violence. The National Crime Victimization Survey reports more than a million workdays are lost each year as a result of workplace assaults. Employers are subject to multimillion dollar judgments when incidents take...

December 19, 2017

Clean & Renewable Energy Industry Practice Guide

By: Scott Anthony, Eric Blanchard, and Matthew Gehl , Covington & Burling LLP The clean and renewable energy industry focuses on alternative energy solutions to traditional fossil fuels, which currently dominate the supply of energy across the world. Unlike traditional fossil fuels, which are potentially finite in availability and can generate relatively high levels of pollution, clean and renewable energy sources...

December 19, 2017

Industry Insights: Aircraft Lease Securitizations

By: Patrick Dolan and Ramy Ibrahim , Norton Rose Fulbright Us LLP THE AIRCRAFT LEASE SECURITIZATION MARKET IS EVOLVING as evidenced by an increase in these transactions over the last few years. Indications are that 2017 may surpass 2016 in total number of aircraft lease securitizations. Three potentially significant issues for the aircraft lease securitization market during 2017 and in 2018 are (1) the applicability...

November 01, 2017

Navigating Compliance Concerns

By: Terrance Oben OBEN LEGAL                                    THIS ARTICLE DISCUSSES PRACTICAL STEPS THAT companies can take to successfully embed a positive compliance culture and outlines a proposed approach to developing and implementing a compliance program that can be used globally, regardless of industry...

November 01, 2017

Market Trends: Responding to Negative Voting Recommendations by Filing Additional Proxy Soliciting Materials

By: Lori Zyskowski GIBSON, DUNN & CRUTCHER LLP The voting recommendations of proxy advisory firms—including, most notably, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis)—continue to influence the voting outcomes of company and shareholder proposals. Even when the company’s largest shareholders follow their own voting policies, the voting recommendations of proxy...

November 01, 2017

In-House Counsel Ethics: Fee Sharing Implications

By: Devika Kewalramani MOSES & SINGER LLP Lawyers are prohibited from sharing legal fees with non-lawyers unless an exception applies. The issue of fee sharing infrequently arises for in-house counsel as they are typically salaried employees who usually do not receive fees for advising their corporate employers. ON THE RARE OCCASION THAT IN-HOUSE ATTORNEYS represent their employer-client in litigation and arbitration...

November 01, 2017

Addressing Retirement Plan Investment Committee Issues

By: Jeffrey Lieberman SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP This article identifies best practices to assist a 401(k) plan investment committee in satisfying its fiduciary obligations under the Employee Retirement Income Security Act of 1974 ( 29 U.S.C. § 1001, et. seq. , as amended) (ERISA). The focus is primarily on steps investment committees can take to monitor plan investment options and service providers...