A well-crafted, company-facilitated secondary offering of private company shares (a private secondary offering) enables pre-IPO companies to satisfy the liquidity needs of early investors and employees without becoming exposed to the burdens and risks associated with going public.
This paper will provide an overview of the U.S. federal and state considerations applicable to any business initiative that relies on Big Data, and provide some practical advice for those seeking to monetize Big Data in health care.
These are Title 15, Commerce and Trade statutes and regulations.
This article focuses on one of the three principal types of transactions used in merges and acquisitions (M&A), a Stock Purchase, and discusses specific issues and attributes of Stock Purchase deals, and in section III, reviews the common elements of Stock Purchase Agreements, the main transaction document used to put a Stock Purchase deal together. Following the discussion are “Deal Points” on important considerations in the purchase or sale of a business: what to do, and what at all costs not to do.
In recessionary times, managers are highly motivated to find creative ways to save money. Managers may consider increasing their reliance on independent contractors, to maximize the flexibility to control labor costs on minimal notice and with less disruption to employees. However, retaining independent contractors or reclassifying existing employees as such without a proper legal basis poses significant risks for the company should the workers' status as independent contractors later be challenged. This article discusses ten practical tips for employers and their in-house counsel to minimize the risks associated with the use of independent contractors, particularly in recessionary times.
This presentation promotes an interactive discussion of the duties and liabilities of directors and officers in the United States, Canada, and other jurisdictions. Of particular interest to in-house counsel in organizations with international operations, the program will focus on rights, liabilities, and other topics of unique importance to directors and officers of your company’s international subsidiaries and affiliates. The duties that are owed, by international directors, to other US-based directors, the corporation, and its shareholders are often scrutinized in the context of change of control transactions, conflict-of-interest disclosure, breach of confidentiality, and insider trading inquiries. The panel and audience will review a number of hypothetical scenarios and consider where conflicts can arise and how they might be proactively managed.
In this quick overview, explore sports betting in the wake of the US Supreme Court's Monumental Ruling.
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 QuickCounsel discusses how companies faced with subpoenas for documents in discovery disputes under US law may position themselves to invoke the Foreign Sovereign Compulsion Doctrine, in light of the EU General Data Protection Regulation (GDPR).
This checklist is a tool and guide to necessary and optional elements to negotiate and document the principal agreement or deal document in an international or cross-border joint venture (“JV”) between a U.S. party or parties and one or more non-U.S. parties.
In the wake of changes to Chinese law, mergers and acquisitions have soared, increasing 300 percent from 2003 to 2004. M&A transactions in China are fraught with risks and complexities to be carefully evaluated and anticipated. This article explores the issues and strategies you need to help your company evaluate and structure M&A deals in China.
This is a sample drug and alcohol policy for FMCSA-covered employees
This is a sample temporary employment services agreement where Company 2 is in the business of providing temporary personnel, skilled, unskilled, and professional, as required.
This article focuses on the third of the three principal types of transaction structures used in mergers and acquisitions (M&A), Mergers, which means not a generic kind of business combination, but “statutory Mergers” executed pursuant to one or more states’ merger statutes, in which one company merges into another. Following the discussion are “Deal Points” on important considerations in the purchase or sale of a business: what to do, and what at all costs not to do.
Learn about the metaverse and related legal issues.
Imagine you are in house at a digital/eCommerce company and your business team approaches you with plans to start selling internationally. They regale you with grand promises from global payment providers: "They'll take care of everything—local website, language translation, exchange rate, payment facilitation, etc. It's plug and play!" Not so fast. Before you get moving, there are a myriad of other essential pieces to consider: Will you be shipping physical products - if so, how and from where? Have we thought about customs duties, local product regulations, corporate tax implications, terms and conditions, and IP rights? Are there marketing and advertising restrictions in local countries? What data protection and security issues will we face? Join this session to delve into the many issues consumer-facing companies should address when seeking to expand globally.
In this Quick Overview, in-house counsel can learn about important Intellectual Property terms that are often used when working with outside counsel in the United States.
This QuickCounsel (Quick Overview) outlines what companies could have done and should be doing to protect their data against cybersecurity threats.
This ACC Docket article provides in-house counsel with an overview of the procurement process at larger companies, specific clauses in vendor agreements that are important to review before entering into a contract with a vendor, and a guide to procuring clean energy for your company.
Personal brand equity is a vital component of successful business — even for busy in-house attorneys. Luckily, social media tools such as LinkedIn and Twitter are invaluable assets when it comes to efficiently enhancing your brand. Make sure your brand isn’t in the bargain bin.
Show results exclusively from the ACC Resource Library with customizable filters