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Experienced merger-and-acquisition practitioners will discuss critical terms in cross-border deals, including practical aspects of multijurisdictional deals and key differences between US and European law. The panel will discuss empirical data on selected deal terms, such as insurance solutions, indemnification caps, baskets, escrows, and survival periods; different structural approaches such as "lockbox" transactions; metrics of purchase price adjustments; and other terms. For example, many cross-border deals contain material adverse change clauses that have a clear meaning under Delaware law in the United States, but their application in Europe is less clear. The panel will discuss differences in various deal terms that are not always fully appreciated given the convergence in documenting cross-border deals as well as the increasing importance of insurance solutions in cross-border deals. The program is directed to those seeking a better understanding of such differences when advising executives or negotiating with foreign parties.

This paper analyses three major banking crises over the past two decades to explain, on the basis of evidence, why restructuring systemic banks’ balance sheets is the most effective approach when bailing-out a banking system in Hong Kong.

This Wisdom of the Crowd, complied from responses posted on the New to In-house and Small Law Department eGroups, addresses issues of the liability and various restrictions on running a contest or sweepstakes. The issues discussed include elements of a sweepstakes, operating a contest open to the general public vs. business partners, and operating an office bracket pool.

This is a sample land purchase agreement.

The authors look to case law and the EEOC Guidance on Psychiatric Disabilities and the Americans with Disabilities Act to determine who is protected under the ADA.

Help audit committees draft a sound pre-approval policy and foster communication between the outside auditor and the audit committee.

Starting as new in-house counsel can be a difficult transition. During this beginning period it is important to remember that first impressions do count. Here, in a dialogue format, advice on the first 100 days as new in-house counsel is presented by three in-house counsel with varying backgrounds and experience.

Make sure you know how to conduct an informal investigation properly to avoid adding to the problem.

The U.S. Supreme Court decision in Desert Palace marks a dramatic change in the analysis of discrimination claims, which will be felt in the type and number of potential plaintiffs filing claims, the defensive strategies considered in response, and the way that courts dispose of employment law claims. Although the full effects of the decision have yet to be seen, companies should take steps to increase consistency and documentation of discipline and discharge decisions and to train managers and supervisors regarding acceptable workplace conduct and equal employment opportunity compliance. This article will show you what steps to take now.

In this article, in-house counsel can learn more about investing in businesses based in Vietnam and developing commercial relationships. This resource was published by Meritas in February 2018.

The article consists of a series of brief hypotheticals that will provide the framework for a discussion of various ethical and professionalism issues likely to be encountered by attorneys representing corporate clients that are facing a critical time in their business operations. The article also includes references to and summaries of ethical rules, opinions, orders, and commentary that may prove useful in analyzing the obligations and responsibilities under Sarbanes-Oxley.

Key survey insights on legal transformation initiatives with respect to litigation and internal investigations.

This ACC Guide (formerly known as an InfoPAK) provides the reader with a general overview of the economic conditions in four pertinent Latin America countries: Colombia, Mexico, Panama, and Brazil.

This Memorandum describes the proposed “package” of amendments to the Federal Rules of Civil Procedure which are now pending before the Supreme Court.

This article is a case law pertaining to trademarks.

The Securities and Exchange Commission (SEC or Commission) Chair Gary Gensler has signaled his desire to have the SEC propose rules in April 2022 to increase its scrutiny of special purpose acquisition companies (SPACs) and private companies that go public through de-SPAC transactions.

International borders have been coming down for some time providing even more opportunities than ever before for international work. Do you have an adventurous spirit? Find out if you can afford to take the risks involved in redefining your career to serve internationally.

"the "Getting the Deal Through" reference guide for M&A professionals"

Latham & Watkins provides an overview of how to best navigate the SEC's new "Clawback" rules. These include how to understand and apply the new rules, to new disclosure requirements and more.

Review key provisions of the FCPA, UK Bribery Act, CFPOA, OECD, Brazil’s anticorruption law and others; highlight the extraterritoriality of each regulation and the impact on global businesses, incorporating recent enforcement actions; explore the local responsiveness vs. global efficiency debate, and how cultural norms impact the effectiveness of corporate compliance programs; and Discuss practical approaches to understanding and mitigating risks. (Topics of interest may include screening suppliers, distributors and agents, and drafting, maintaining and enforcing contractual provisions.)

Side letters are another way to clarify issues in a primary contract. In this publication, you can learn more about how to create one, what exactly they do and why they get a bad reputation sometimes and how they are generally viewed in Europe and the United States.

Many of us deal with compliance related to local governments and the politics that go along with it. Whether in connection with simple zoning and land use issues, massive public–private partnership deals or regional development agencies, a general counsel who ignores the impact of the local political environment does so at their company's peril. Knowledge of the law is one thing; being able to navigate the political waters is an entirely different one. In a mock public-hearing format using headlines and video from recent media, a diverse panel will conduct a highly interactive session to demonstrate the pitfalls of working with local government and offer practical solutions.

Discuss the various roles in-house counsel tend to play, and how they are affected by attorney-client privilege rules; Discuss challenges that can arise when in-house counsel and their clients work in different countries that have diverging views of attorney-client privilege; Discuss in depth the Professional Conduct Model Rules 1.6, 1.13, and others as appropriate; Walk away with practical guidance on how to handle common privilege challenges; and Discuss the potential challenge of making sure in-house counsel have authorization to practice in all of the countries where they need to advise clients.

ACC's International Practice Almanac (IPA) is a unique and incredibly valuable tool, providing you with guidance on the crucial questions you need to answer before engaging in or retaining legal services in countries around the globe. Search the rules of practice, professional responsibility, bar regulation and privilege protection by country. IPA covers the regulation of the practice of law in these countries, including the US states and territories, the provinces of Canada, the member states of the EU, and a number of Asian/Pacific Rim jurisdictions.