November 01, 2017

Attorney-Client Privilege Considerations for Private Equity Firm Counsel

By: Ari M. Berman and Laurel S. Fensterstock VINSON & ELKINS LLP Private equity investments often present complicated questions concerning the attorneyclient privilege, ranging from the interactions between a private equity firm and its portfolio companies to communications with the private equity fund’s investors. It is important for in-house counsel at private equity firms to understand what communications...

November 01, 2017

Current Updates And Legal Developments

SUPREME COURT TO RULE ON VALIDITY OF CLASS WAIVERS IN EMPLOYMENT CONTEXT By: Lexis Practice Advisor Staff THE U.S. SUPREME COURT IS expected to decide this term whether the collective-bargaining provisions of the National Labor Relations Act (NLRA) prohibit enforcement of agreements requiring employees to arbitrate claims against employers on an individual, rather than collective or class action, basis. The high...

November 01, 2017

Top Ten Practice Tips: Public Company Reporting

By: David J. Goldschmidt and Michael J. Schwartz SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP The planning and preparation that each public company must undertake in connection with periodic and current reporting is substantial in terms of time, effort, and resources. Managing the reporting process can be a daunting task for a company as members from several departments within the organization typically are involved...

November 01, 2017

Conducting a Risk Assessment

By: Stephen R. Martin ARNOLD & PORTER KAYE SCHOLER LLP What is a Risk Assessment? A risk assessment is a review undertaken to help an organization understand its business and manage the related strategic, operational, financial, and/or compliance risks. In the compliance context, U. S. regulators expect companies to conduct periodic and/or targeted assessments in order to assess and address the legal and regulatory...

November 01, 2017

Checklist - 15 Sample Questions When Performing a Risk Assessment

Checklist provided by Stephen R. Martin , partner at Arnold & Porter Kaye Scholer LLP This checklist includes key themes from the compliance program expectations of government regulators around the world and best practices broken into five essential elements of corporate compliance that should be present in every company’s compliance program: (1) Leadership; (2) Risk Assessment; (3) Standards and Controls;...

November 01, 2017

In-House Counsel’s Role In Cybersecurity & Data Protection

THE CONDUCTOR CANNOT HOPE TO KNOW EVERYTHING about each section of the orchestra, (e.g., what strings, woodwinds, brass, and percussion must do in order to play their part). However, each section (and subsection) has its own chair who can determine that with the help of internal or external advisors. The role of the conductor is to coordinate and adjust the entire orchestra to create a compliant and harmonious overall...

November 01, 2017

What Companies Need to Know about Protecting Confidential Information under the New ACC Guidelines

By: Stephen E. Reynolds and Nicole R. Woods ICE MILLER LLP In response to the increased concern surrounding cybersecurity, the Association of Corporate Counsel (ACC) has released the Model Information Protection and Security Controls for Outside Counsel Possessing Company Confidential Information. The authors of this article discuss the guidelines, which can serve as a benchmark for law firm cybersecurity practices...

October 06, 2017

Key Issues Employers Should Consider when Integrating Robotics and Automation in the Workplace

By: Karen Y. Cho MORGAN, LEWIS & BOCKIUS LLP It is indisputable that technology is dramatically changing the way we live in the 21st century and will continue to play an even greater role. The Pew Research Institute’s 2014 Future of the Internet survey uncovered wide agreement that robotics and artificial intelligence will permeate most aspects of daily life by 2025, including health care, transportation,...

September 28, 2017

Top Ten Practice Tips By Experts: Initial Public Offerings

By: Arthur D. Robinson and Jonathan Ozner SIMPSON THACHER & BARTLETT LLP SENIOR EXECUTIVES AND OWNERS OF PRIVATE COMPANIES considering an initial public offering (IPO), or of public companies considering a spin-off or carve-out IPO of a subsidiary, business unit, or division, are undoubtedly aware of the many benefits of an IPO. These include: Liquidity for existing equity holders Increased access to capital...

September 28, 2017

Current Updates and Legal Developments - Fall 2017

SEXUAL ORIENTATION DISCRIMINATION UNDER TITLE VII REMAINS HOT-BUTTON ISSUE By: Bender’s Labor & Employment Bulletin, Volume 17, Issue 7 RECENTLY, THREE OF THE U.S. CIRCUIT COURTS OF APPEAL addressed the issue of whether discrimination on account of an individual’s sexual orientation is precluded by Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 1981) . In the first case, Evans v. Georgia...

September 28, 2017

Copyrights in the Fashion Industry – Tips for Protecting Designs

By: Seth Appel PATTISHALL, MCAULIFFE, NEWBURY, HILLIARD & GERALDSON LLP THE U.S. SUPREME COURT CONFIRMED THAT ARTISTIC designs on clothing can be subject to copyright protection in Star Athletica, L.L.C. v. Varsity Brands, Inc., 137 S.Ct. 1002 (2017) . This landmark decision follows years of uncertainty and inconsistent application of copyright doctrine in this important area. Although the case involved Varsity...

September 28, 2017

Handling I-9 Investigations By Government Agencies

By: Jacob T. Muklewicz —Kirton McConkie This article provides guidance on responding to an investigation (i.e., an audit) by a government agency of an employer’s I-9 records. The article mainly focuses on the Department of Homeland Security’s (DHS) Immigration and Customs Enforcement (ICE) agency, which conducts most I-9 government audits. ALL U.S. EMPLOYERS ARE REQUIRED TO VERIFY THE identity and...

September 28, 2017

Drafting a Motion to Dismiss a Patent Infringement Complaint for Failure to State a Claim under Rule 12

By: John DeFosse FRIED FRANK, HARRIS, SHRIVER & JACOBSON LLP THIS ARTICLE EXPLAINS THE STRATEGIC AND PRACTICAL considerations associated with filing a motion to dismiss claims of patent infringement under Rule 12(b)(6) of the Federal Rules of Civil Procedure and discusses the legal grounds that are commonly raised in such motions to dismiss, including grounds for dismissing claims of: Direct infringement Induced...

September 28, 2017

Using Mediation to Resolve Construction Disputes

By: Leonard M. Kessler LenKesslerADR Using Mediation to Resolve Construction Disputes Construction projects often take years to complete, involve layers of contractors and subcontractors, and employ hundreds, if not thousands, of workers. Efficient conflict resolution is important in the construction industry because it helps maintain relationships between people and entities who must continue to work together on...

September 28, 2017

Credit Agreements in the Insurance Industry

By: Daniel A. Rabinowitz and David S. Berg KRAMER LEVIN NAFTALIS & FRANKEL LLP Credit Agreements in the Insurance Industry This article explains how to modify a standard credit agreement to account for a borrower that is an insurance company or an insurance holding company. Examples illustrate the specific types of provisions that may be appropriate for such a borrower. The guidance includes drafting and negotiation...

September 28, 2017

Technology Industry Practice Guidance Q&A with Gregg A. Noel and Michael J. Mies

Skadden, Arps, Slate, Meagher & Flom LLP. THE TECHNOLOGY INDUSTRY IS FOCUSED around companies that primarily sell technology or technology services. Major players in the technology industry include: Hardware companies, such as Apple, Dell, HP, and Lenovo, which generate revenue by building and selling physical products Software companies, such as Alphabet (Google), Adobe Systems, Microsoft, and Oracle, which...

September 28, 2017

Health Reimbursement Accounts: Navigating Compliance Landmines

By: Emily D. Zimmer and Lynne S. Wakefield , K&L Gates LLP. This article discusses how to design and operate compliant employer-sponsored health reimbursement accounts (HRAs) under the Internal Revenue Code (I.R.C.), with a particular focus on the Patient Protection and Affordable Care Act (ACA). WITH CONTINUED INCREASES IN HEALTH CARE COSTS and the evolution of the post-ACA health care marketplace, HRAs are an...

September 28, 2017

Profiles of Lexis Practice Advisor Journal™ Advisory Board Members Joseph Marger & Leah Robinson

Joseph Marger Partner: Reed Smith JOSEPH MARGER IS A PARTNER IN Reed Smith’s Real Estate group. He has substantial experience in all aspects of the sale and acquisition of real estate, both single-asset and portfolio transactions, including industrial and commercial single-user facilities, shopping centers, hotels, office buildings, and multi-family residential properties. He is equally experienced in real estate...

September 28, 2017

Public Company Reporting and Corporate Governance

By: Glen Schleyer Sullivan & Cromwell LLP THIS ARTICLE DISCUSSES RECENT DEVELOPMENTS RELATING to U.S. public company reporting and corporate governance and the outlook going forward. The U.S. election season and the change in administration have resulted in a period of more limited activity by the Securities and Exchange Commission (SEC), which operated with only three commissioners for all of 2016 and only two...

September 28, 2017

Contract Drafting Advice: The “Battle of the Forms” Demystified

By: Timothy Murray , Murray, Hogue & Lannis. SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE (UCC) was supposed to resolve these questions: (1) Is a contract formed when parties exchange forms that contain nonmatching terms and the parties don’t sign off on a single document? (2) If so, what are the terms of that contract? These questions are of monumental importance to American commerce given the widespread...

September 15, 2017

Market Trends: JOBS Act

By: Rebecca G. DiStefano , GREENBERG TRAURIG, P.A. Overview The U.S. economy was spotlighted during an unprecedented national Presidential election in 2016 with campaign debate focused on the preservation and initiation of new jobs. This topic, of course, is not a new one. In response to the economic malaise following the 2009 financial crisis, the Jumpstart Our Business Startups Act of 2012 ( 112 P.L. 106, 126 Stat...

June 08, 2017

Profiles of Lexis Practice Advisor Journal™ Advisory Board Members Glen Lim & Kristin Wigness

Glen Lim Partner: Katten Muchin Rosenman LLP GLEN LIM IS A PARTNER IN KATTEN’S Commercial Finance group. His principal focus is the representation of banks and other financial institutions as lenders and strategic investors, buyout funds and corporations as borrowers in connection with domestic and international financings. His areas of expertise include financings of mergers and acquisitions, debtorin- possession...

June 08, 2017

Taxation of New York City Real Property

by Steven Tishco , Marcus & Pollack, LLP Introduction This article provides an overview of real estate taxation in New York City (the “City”) including (i) the process by which the City assesses real property, (ii) how property owners challenge the City’s assessments, (iii) benefit programs available to reduce property owners’ real estate tax burdens, and (iv) the importance of understanding...

June 08, 2017

Private Equity Co-investments Guide: Issues to Spot and Raise When Making a Direct Co-investment

By: Christopher Henry , Lowenstein Sandler LLP INVESTORS OF MANY DIFFERENT STRIPES ARE EAGER to participate in private equity transactions as equity co-investors alongside private equity sponsors who source, lead, and execute on investment opportunities. These investors hail from portions of the financial landscape as diverse as hedge funds, strategic investors, high net worth individuals, and select limited partners...

June 08, 2017

In-House Counsel Sanctions: Recent Trends

By: Devika Kewalramani , Moses & Singer LLP Disgorgement of legal fees is a harsh, but not unusual, penalty. Although this unforgiving sanction is more frequently imposed on outside counsel, it is not uncommon for in-house counsel to be required to disgorge and forfeit their compensation due to ethical violations. CALIFORNIA HAS HISTORICALLY BEEN ONE OF THE stricter jurisdictions regarding disgorgement of outside...