January 16, 2020

Sustainability-Linked Loans: Financing the Green Transition

By: Amara Gossin , Barclays and Bob Lewis Sidley , Austin LLP Sustainability-themed debt instruments represent one response of the financial community to the need to channel capital towards facilitating a carbon transition. Since green bonds debuted in 2012, the types and numbers of these instruments have grown. ONE OF THE NEWEST ENTRANTS TO THE MARKET IS sustainability-linked loans, which first began to appear in...

January 15, 2020

Discovery on Behalf of Plaintiffs in Trade Secret Misappropriation and Breach of Restrictive Covenant Actions

By: Kevin Cloutier , Sheppard, Mullin, Richter & Hampton LLP This article discusses both written discovery and depositions in misappropriation of trade secret and restrictive covenant actions. Specifically, the article addresses the following topics: expedited discovery, written discovery requests, and best practices for restrictive covenant and trade secret depositions. Expedited Discovery Expedited discovery...

January 15, 2020

Deposition Questions in a Trade Secret Misappropriation and Breach of Restrictive Covenant Action (Plaintiff Employer to Defendant)

By: Kevin Cloutier , Shawn Fabian , and Mikela Sutrina , Sheppard, Mullin, Richter & Hampton LLP The deposition questions in this form are provided by way of example only. Each question should be followed with appropriate further inquiry. You should review all rules concerning depositions applicable in the jurisdiction where your case is pending. These annotated deposition questions do not cover all potential...

January 15, 2020

Data Integrity Risk Management for Life Sciences Companies

By: Scott Bass and Deeona Gaskin , Sidley Austin LLP This article addresses key topics related to the management of data by drug, biologic, and medical device companies whose products are regulated by the U.S. Food and Drug Administration (FDA). This includes strategies for identifying potential data integrity compliance gaps and questions to ask drug, biologic, medical device, and other life sciences clients. ALTHOUGH...

January 15, 2020

Financial Definitions in High-Yield Indentures

By: Timothy B. Howell and Alex Petrossian , Cahill Gordon & Reindel LLP The defined terms in any agreement are considered as the building blocks upon which the rest of the agreement is based, particularly when it comes to the negative covenants in a bond indenture. THIS ARTICLE WILL INTRODUCE A FEW KEY FINANCIAL definitions found in high-yield indentures, with a particular focus on how they are derived from the...

January 15, 2020

Removal and Remand: Tips for Making Your Case Disappear from Your Opponent's Choice of Forum

By: Jim Wagstaffe and the Wagstaffe Group This article addresses new strategies based on recent case law for a party seeking to remove a case to federal court or to avoid removal and stay in state court. The article covers topics such as forum selection clauses, pleading claims, ambiguity in the complaint, federal preemption, and amendments to the complaint. BEFORE WE BEGIN, LET’S UNDERSTAND THE APPEARANCE and...

January 15, 2020

LexisNexis Receives UN Foundation Global Leadership Award

The United Nations Foundation’s Global Leadership Award was presented to LexisNexis Legal & Professional CEO Mike Walsh in recognition of the company’s contributions to advancing the rule of law across the globe. THE AWARD RECOGNIZES LEXISNEXIS’ “EXTRAORDINARY commitment to advancing the rule of law globally by strengthening equality under the law, transparency of law, independent judiciaries...

November 05, 2019

Climate Change Considerations In M&A Transactions

By: Annemargaret Connolly and Thomas D. Goslin , Weil, Gotshal & Manges LLP Climate change is arguably the most high-profile and rapidly evolving environmental issue facing the global business community today. Governments of nearly every nation have acknowledged the risks posed by a warming climate and have taken some action either to combat those risks, to mitigate the physical effects of climate change, or both...

November 05, 2019

Acquisition, Construction, and Project Development

By: Deonne Cunningham , Lead Counsel, North America Business (Wholesale), Direct Energy This article outlines the various steps that are required for acquiring or constructing a new natural gas facility and/or pipeline infrastructure project. YOU AND COUNSEL FOR THE OTHER PARTIES INVOLVED IN the project will need to clear several hurdles before the project is complete and the pipeline and/or facility is in service...

November 05, 2019

Federal Environmental Regulations Affecting Oil and Gas Operations

This article provides you and your clients with an overview of the federal environmental regulation affecting the oil and gas exploration and production (E&P) industry. THERE IS SUBSTANTIAL ENVIRONMENTAL REGULATION OF oil and gas E&P at the federal and state levels through the Environmental Protection Agency (EPA) and other agencies. Although it is estimated that states conduct between 80 and 90% of all enforcement...

November 05, 2019

Allocating Environmental Risks in the Transaction Agreement

By: Annemargaret Connolly and Thomas D. Goslin , Weil, Gotshal & Manges LLP UPON COMPLETION OF THE ENVIRONMENTAL DUE DILIGENCE investigation, the buyer should have obtained a solid understanding of the environmental issues requiring attention after operations are acquired. Furthermore, the new information allows the purchaser to intelligently address environmental issues in deal negotiations. The primary way in...

November 05, 2019

U.S. Oil and Gas Industry M&A Trends 2018/19

By: I. Bobby Majumder , Reed Smith LLP Market Activity 2019 has been eventful for the domestic oil and gas industry. Oil and gas acquisitions in the United States hit a 10-year low in the first quarter, with deal value plunging by over 90% just from the fourth quarter of 2018. A rapid reduction in oil prices in late 2018 is believed to have triggered these effects. However, the second quarter of 2019 brought a resurgence...

November 05, 2019

Solar Electricity Sales Regulation

ADAPTED FROM ENERGY LAW AND TRANSACTIONS , David J. Muchow and William A. Mogel , General Editors, 3 Energy Law and Transactions 71.01-71.04 This article explains the regulatory framework under the Public Utility Regulatory Policies Act of 1978 (PURPA) 1 surrounding the sale of electricity by solar utility providers. THERE IS TWOFOLD REGULATION OF SOLAR ELECTRICITY sales in the United States. At the wholesale level...

November 05, 2019

Clean and Renewable Energy Industry Guide for Capital Markets

By: Scott Anthony, Eric Blanchard, Matthew Gehl and Sarah Griffiths , Covington & Burling LLP This guide covers all related information that a securities practitioner needs when working with a clean and renewable energy company. It provides an overview of the industry and covers applicable securities laws and regulations, securities offering process, disclosure and corporate governance obligations, stock exchange...

November 05, 2019

Will More States Follow California on Deal with Automakers?

BYPASSING THE TRUMP ADMINISTRATION, CALIFORNIA has reached agreement with four of the world’s largest automakers to improve fuel efficiency and reduce automobile emissions that contribute to global warming. And more are likely to follow. “This is about leadership, California asserting itself once again, and about automobile manufacturers, to their credit, doing the right thing,” California Gov. Gavin...

August 27, 2019

Minimizing Your Company’s Exposure to a Ransomware Attack

By: Sunil Shenoi , Erica Williams , Brian Kavanaugh , Gianni Cutri , and Lauren Casazza , Kirkland & Ellis LLP This article provides companies with key issues to consider before, during, and after a ransomware attack. Recently, there have been a number of ransomware attacks against our clients. Ransomware typically encrypts one or more IT systems, causing them to become inoperable unless a company pays a ransom...

August 26, 2019

Drafting Enforceable Arbitration Agreements: Hottest Issue in Contract Law

By: Timothy Murray , Murray, Hogue and Lannis Arbitration agreements are supposed to ensure that disputes are resolved outside of court, and that’s why it’s an irony of almost cosmic proportions that “the enforceability of arbitration agreements is likely ‘the single most litigated contractual issue’ today . . . .” 1 WHAT EXACTLY ARE WE DOING WRONG WHEN WE DRAFT clauses that are...

August 26, 2019

Representing Foreign Buyers and Sellers in United States Real Estate Transactions

By: S.H. Spencer Compton , First American Title Insurance Company and Diane Schottenstein , Schottenstein Law Today, many parts of the world are unsettled due to a variety of economic, political, and/ or environmental issues. Such unrest can lead to rapid inflation, which can devalue local currencies. Some nations restrict the amount of local currency a citizen may take out of their country. Where does international...

August 26, 2019

Proving Fame for Trademark Dilution Claims

By: Roberta Jacobs-Meadway This article addresses how to prove a trademark is famous when asserting a dilution claim in federal court or in a Trademark Trial and Appeal Board (TTAB) proceeding pursuant to the Trademark Dilution Revision Act of 2006 (TDRA). 1 Topics discussed include the legal standard for fame, the statutory fame factors, and the types of evidence that may be submitted. Legal Standard for Fame To...

August 24, 2019

Discovery in Employment Discrimination Litigation: What Defendants Can Request and Obtain from Plaintiffs

By: Jamala S. McFadden , Chandra C. Davis , and Raquel H. Crump , The Employment Law Solution: McFadden Davis, LLC This article provides guidance on the scope of permissible discovery employers may obtain from plaintiffs in employment discrimination lawsuits under statutes including Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), and the Age Discrimination in Employment...

August 24, 2019

Discovery in Employment Discrimination Litigation: What Plaintiffs Can Request and Obtain from Defendants

By: William C. Jhaveri-Weeks , Jhaveri-Weeks Law This article discusses the scope of discovery that plaintiffs can obtain from defendants in employment discrimination cases, including limitations on discovery that defendants often attempt to assert, such as privilege, lack of relevance, lack of proportionality, and privacy interests. The article addresses how to use the different mechanisms for obtaining discovery effectively...

August 24, 2019

Representing Parties in Interest in a Chapter 11 Bankruptcy

By: Mark Haut , Lexis Practice Advisor This article provides general guidance for counsel retained to represent a party in interest in a bankruptcy proceeding. Bankruptcy cases involve myriad issues so coverage in this article is limited to certain general actions that should usually be taken when representing a party in interest. Counsel should refer to the specific topics in Lexis Practice Advisor to find practical...

August 24, 2019

Healthcare Financing Anti-assignment Limitations

By: Leslie J. Levinson , Robinson & Cole LLP This article describes how to structure financing transactions for healthcare providers to overcome anti-assignment and collection limitations on Medicare and Medicaid receivables. THE UNIFORM COMMERCIAL CODE (U.C.C.) GENERALLY prohibits restrictions on assignment, making it possible for secured lenders to obtain a perfected security interest in these assets. However...

August 13, 2019

State Legislatures Moving to Expand Consumers’ Controlover Personal Information

FOLLOWING THE EXAMPLE SET BY THE CALIFORNIA legislature,which enacted a sweeping data privacy statute in June 2018, state legislatures have begun to enact, or at least propose, similar laws to give consumers greater control over their personal information. As states continue to put privacy statutes on the books, the result is likely to be a patchwork of standards for businesses and other entities to follow. Background...

August 13, 2019

Current News and Legal Updates Fall 2019

NINTH CIRCUIT REINSTATES EMPLOYEES’ SUITS OVER PAYMENT FOR POST-SHIFT INSPECTION PERIODS EMPLOYEES OF NIKE AND CONVERSE MAY PROCEED with class action suits alleging that the athletic wear companies violated California law by refusing to pay them for time spent during mandatory post-shift security checks, the U.S. Court of Appeals for the Ninth Circuit has ruled. Rodriguez v. Nike Retail Services, 2019 U.S. App...