This is a sample guarantee agreement.
When your company is involved in an M&A transaction, it is easy to focus on the typical labor issues that come about, like collective bargaining agreements, pensions,and the WARN Act. However, in-house counsel need to concern themselves with the impact that coemployment can have on the transaction, considering the fact that leased employees are not normally regarded as "employees" during the M&A process.
This article shows how to maximize protections of attorney-client privilege and work product doctrine in internal investigations and audits.
An examination of how Pennsylvania's revamped corporation laws make for a more enlightened approach to corporate governance.
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser sentiment, or proxy advisory firm policy updates. As a result, US public companies will need to be on top of the changing executive compensation rules when preparing their proxy statements and annual meeting agendas. Latham & Watkins provides an overview of key regulatory developments, including final rules from the SEC on pay versus performance disclosures, clawback policies and 10b5-1 insider trading plans, updates to Institutional Shareholder Services (ISS) and Glass Lewis voting guidelines, considerations relating to CEO pay ratio disclosures and equity plan proposals and other important proxy season housekeeping and reminders, including as they relate to say on pay and the say on pay frequency vote and compensation advisor independence and risk assessments. Companies should consult with their legal, tax, and accounting advisers to confirm compliance with disclosure requirements, tax law developments, recent litigation trends, and other considerations that will require continued attention in 2023 and beyond.
This decision by the High Court of Australia highlights the importance of carefully drafting reasonable endeavours clauses. Where it is commercially acceptable, it would be prudent for an obligee to seek to include express, specific and objective boundaries on the obligor's conduct.
From lessons learned to the changing corporate climate, Ryan offers his thoughts on why you want that coveted general counsel position, how to get it, and how to stay happy while you're there. If you're still working for a law firm or simply new to in-house, Ryan just may offer you the perspective you need to move in-house and up the ladder.
The EU national authorities have been consistently imposing increased compliance verification and audits and overall tightening sanctions. As a recent example, restrictions have been placed on financial support for trade and opening of new branches. Supply chain security remains a major concern: are we doing the upfront due diligence and do we have all the appropriate contractual clauses? How can we secure a supply chain in an international export environment where regulatory bodies impose customs and import restrictions on certain products? This session will focus on providing an update from an EU trade and export/import controls perspective.
When do you need acquired business financial disclosures in a prospectus under the SEC's amended rules?
The rising wealth of Southeast Asian countries provides not only a market for Western products but also a source of capital to finance Western firms. Many Western companies have discovered Asian stock markets, particularly the Singapore and Hong Kong stock exchanges, to be an attractive source of equity capital and have begun listing their stock on these exchanges. These stock listings, whether primary, secondary or dual listings, can provide significant benefits, but there are downsides. Learn the practical issues that need to be considered in deciding which Asian stock exchange is best suited for your company’s stock listing, as well as the regulatory issues that must be navigated in issuing equity shares on these exchanges.
The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season. In this resource, Latham & Watkins summarizes the guidance that will likely be applicable to most companies
This guide sets out the salient rules and regulations for agreeing and enforcing employment non-competition clauses in each jurisdiction.
Eighth edition of the Getting the Deal Through Anti-Corruption Regulation Guide, a volume that provides international analysis for corporate counsel, cross-border legal practitioners and business people.
Eighth edition of the Getting the Deal Through Anti-Corruption Regulation Guide, a volume that provides international analysis for corporate counsel, cross-border legal practitioners and business people.
An overview of anti-corruption regulation in Liechtenstein.
This protocol was issued to establish a process for health care providers to voluntarily identify, disclose, and resolve instances of potential fraud involving the Federal health care programs (as defined in section 1128B(f) of the Social Security Act (the Act), 42 U.S.C. 1320a–7b(f)).
The purpose of this table is to: 1) list the countries in the European Union that have a comprehensive data protection law (columns 1 and 2); 2) summarize the notification and/or registration requirements with the competent data protection authority in these countries and explain where exemptions to notify/register may exist (columns 3 and 4); and 3) specify the countries where it is required to notify individuals about the collection and processing of their personal data (column 5).
John K. Villa discusses work product protection 25 years after Sporck v. Peil
Discusses U.K. discrimination laws, Italian labour law, and equal opportunity.
When you are trying to figure out whether to go to outside counsel for a legal opinion or to recommend that your company obtain UCC insurance, you need to consider several factors: what constitutes UCC insurance, comparison of typical legal opinions and UCC insurance coverage, multijurisdictional issues under the UCC, and cases requiring UCC insurance.
The Dow is wavering, stock prices are sinking, and consumer confidence is down. Take charge of your career now, to stop the sagging economy from eroding your options, and you may even find your career's perfect fit.
ACC and Everlaw conducted a survey of 373 in-house legal professionals in the United States to better understand the extent to which corporate legal departments are collaborating with other business units, how legal teams are collaborating with their law firms and other vendors, and how technology plays a role in enabling collaboration. The results reveal that although legal staff desire greater collaboration and there is a clear recognition of the benefits of doing so, there are impediments preventing legal teams from realizing that full potential.
A brief discussing the importance of the attorney-client privilege in the corporate context.
This article discusses India's rapidly evolving artificial intelligence ecosystem, including some key areas where AI is likely to have the greatest impact and strategies for in-house counsel.
This survey report aims to better understand the outside counsel selection process for litigation matters, the tools that departments are using for litigation workflows, the most common cost containment strategies, and how litigation needs are expected to change over time.
Show results exclusively from the ACC Resource Library with customizable filters