Practical Law Company

Build the foundation every associate needs with the essential Back to Basics Practice Guide. The Guide includes dozens of straightforward resources that help attorneys build core skills in the following practice areas:

Antitrust
Hart-Scott-Rodino Analysis and Filing
Hart-Scott-Rodino Act: Toolkit
Hart-Scott-Rodino Act: Overview
Determining Hart-Scott-Rodino Act Applicability
Associate Rules: Hart-Scott-Rodino
HSR Act Violations: Avoidance of the HSR Act
HSR Act Violations: Failure to File Item 4(c) Documents
HSR Form: Item 4(c) and 4(d) Documents
HSR Form: Item 5
HSR Informal Interpretations: Associate Rules
HSR Informal Interpretations: Item 5
HSR Informal Interpretations: 4(c) Documents
HSR Informal Interpretations: 4(d) Documents
HSR Informal Interpretations: Rule 802.4 Exemption
HSR Informal Interpretations: Rule 802.21 Exemption
Preparing the HSR Form: Buyer (No Associates)
HSR Form: Item 3(a) Transaction Description
HSR Information Request: Non-Associate Transactions
HSR Information Request: Associate Transactions
Memorandum: Identification and Collection of Potential 4(c) and 4(d) Documents
Purchase Agreement: HSR Size-Of-Transaction Test Not Met
Purchase Agreement: HSR Size-Of-Person Test Not Met
Rule 803.5(a) Declaration for Non-negotiated Transactions: Hart-Scott-Rodino
Rule 803.5(b) Declaration for Negotiated Transactions: Hart-Scott-Rodino
Calculating Outstanding Voting Securities Held under HSR Rule 801.12 Checklist
Creating 4(c) and 4(d) Documents Checklist
Valuing a Transaction under the HSR Rules Checklist
Counseling on Information Exchanges and Gun-jumping in Mergers
Antitrust Enforcement Actions: Gun-jumping
Information Exchange and Integration Planning in M&A: Antitrust
Avoiding Gun-jumping in Corporate Transactions Checklist
Analyzing a Horizontal Merger
Corporate Transactions and Merger Control: Overview
Analyzing a Relevant Market in Horizontal Mergers
How Antitrust Agencies Analyze M&A
How to conduct an HHI analysis
Clearing a Horizontal Merger Checklist
What's Market: Federal Merger Enforcement Actions
Allocating Antitrust Risk in a Horizontal Merger
Corporate Transactions and Merger Control: Overview
Purchase Agreement: Antitrust Carve-outs to MAE Closing Condition
Purchase Agreement: Hell or High Water Clause
Purchase Agreement: Limits on Potential Divestitures
What's Market: Reverse Break-up Fees for Antitrust Failure
What's Market: Antitrust Risk-shifting
Creating an Antitrust Compliance Program
US Antitrust Laws: Overview
Antitrust Compliance Toolkit
Antitrust Compliance Programs
Cooperating with Competitors: Business Briefing
Antitrust Compliance Manual
Antitrust Hypotheticals for Compliance Training: Dealings with Competitors
Antitrust Audit Checklist
Cooperating with Competitors Checklist
Dealing with Resale Price Maintenance Issues
Vertical Price Restraints in the US
Minimum Resale Price Policy
Entering into a Minimum Resale Price Maintenance Agreement Checklist
Handling Antitrust Criminal Investigations
Criminal Antitrust Enforcement in the US
DOJ and FTC Antitrust Investigations
Leniency Program for Antitrust Violations
Antitrust Hypotheticals for Compliance Training: Dealings with Competitors
How to Prepare for and Respond to a US Antitrust Raid Checklist
Cartel Leniency multi-jurisdictional guide

Commercial
Drafting Effective General Contract Clauses and Boilerplate Provisions
General contract clause toolkit
Understanding Basic Contract Building Blocks, Risk Allocation Tools and Remedies
Representations, Warranties, Covenants, Rights and Conditions
Relationship between Representations, Warranties, Covenants, Rights and Conditions
Risk Allocation in Commercial Contracts
Indemnification Clauses in Commercial Contracts
General Contract Clauses: Equitable Remedies
General Contract Clauses: No Equitable Relief
General Contract Clauses: Joint and Several Liability
General Contract Clauses: Limitation of Liability
General Contract Clauses: Liquidated Damages
General Contract Clauses: Cumulative Remedies (with Exclusive Remedies Carve-out)
Protecting Confidential Information
Confidentiality and Nondisclosure Agreements
Confidentiality and Nondisclosure Agreements Checklist
Confidentiality Agreement: General (Mutual)
Confidentiality Agreement: General (Unilateral, Pro-discloser)
Confidentiality Agreement: General (Unilateral, Pro-recipient)
General Contract Clauses: Confidentiality (Long Form)
General Contract Clauses: Confidentiality (Short Form)
Protecting Against Bribery and Corruption - FCPA Fundamentals
The Foreign Corrupt Practices Act: Overview
The Foreign Corrupt Practices Act Compliance Checklist
Key Considerations in a Joint Venture Transaction
Joint Ventures: Overview
Due Diligence Considerations in Joint Ventures
Forming a Joint Venture Checklist
Drafting a Joint Venture Agreement Checklist
Basic Documents and Agreements for the Supply of Goods and Services
UCC Article 2 Express Warranties
Distributors and Dealers
General Purchase Order Terms and Conditions (Pro-buyer)
Product Reseller Agreement (Pro-supplier)
Sale of Goods Agreement (Pro-seller)
Professional Services Agreement
Understanding UCC 2A: Equipment Leases
Equipment Lease: Types of Leases
Categorization of Common Equipment Leases Under the UCC
Equipment Lease: UCC Article 2A Express and Implied Warranties
Insurance Fundamentals
Insurance Policies and Coverage: Overview
Commercial General Liability Insurance Policies: Property Damage and Bodily Injury Coverage (Coverage A)
Commercial General Liability Insurance Policies: Personal and Advertising Injury Coverage (Coverage B)
Directors and Officers Liability Insurance Policies
First Party Property Insurance Policies
Insurance Bad Faith Law
Advertising and Marketing Basics
Advertising: Overview
Sales Promotions, Contests and Sweepstakes
Sponsorship Arrangements in the US
Online Advertising and Marketing
Direct Marketing

Corporate
Process, structure and key considerations in a private M&A transaction
Private Acquisition Structures
Asset Acquisitions: Overview
Stock Acquisitions: Overview
Private Mergers: Overview
Process, structure and key considerations in a public M&A transaction
Public Mergers: Overview
Public Mergers Disclosure: Overview
Tender Offers: Overview
Public Merger Timeline
Tender Offer Timeline
Basics of due diligence for an M&A transaction
Due Diligence Toolkit
Due Diligence for Public M&A
Due Diligence for Private M&A
Due Diligence Summary Templates
Due Diligence Summary Template: Agreements
Due Diligence Summary Template: Organizational Documents
Due Diligence Summary Template: M&A Agreements
Due Diligence Request List: Public M&A
Due Diligence Request List: Private M&A
Private M&A Due Diligence Checklist
Public M&A Due Diligence Checklist
General overview of an asset purchase agreement, stock purchase agreement and public merger agreement
Asset Purchase Agreement Commentary
Stock Purchase Agreement Commentary
Merger Agreement Commentary: Public M&A
Key Negotiating Points in Private Acquisition Agreements Comparison Chart
Drafting and reviewing disclosure schedules
Disclosure Schedules: M&A
Running a signing and closing process (including drafting closing checklists, resolutions and closing certificates)
Signing and Closing M&A Transactions Toolkit
Signing and Closing M&A Transactions
Closing Checklist: Private M&A
Closing Private M&A Transactions Checklist
Forming a corporation and an LLC (including drafting/approving all short-form organizational documents)
Forming and Organizing a Corporation
By-laws
By-laws: DE Corporation
By-laws: NY Corporation
Certificates of Incorporation
Certificate of Incorporation (Short-form NY)
Certificate of Incorporation (Short-form DE)
Certificate of Formation
Certificate of Formation (DE)
Articles of Organization (NY)
Organizational Action by Sole Incorporator
LLC Agreement: Single Member
Choosing an Entity Comparison Chart
Forming a Corporation Checklist
Forming an LLC Checklist

Employee Benefits & Executive Compensation
Types of benefit plans and their respective advantages: defined contribution and defined benefit plans, qualified and nonqualified plans, fully-insured and self-insured plans
Health Care Reform Toolkit
Cafeteria Plans
DOL Safe Harbor for Voluntary Programs
Fringe Benefits Under IRC Section 132
Roth 401(k) Plans
Severance Benefits, Plans and Agreements: Overview
Safe Harbor 401(k) Plans: Overview and Planning Opportunities
Defined Contribution Health Plans
Wellness Programs
General fiduciary responsibilities under ERISA
ERISA Plan Asset Rules
ERISA Bonding Requirements
ERISA Fiduciary Duties: Overview
ERISA Fiduciary Training
Insurance for ERISA Fiduciaries
Regulation of employee benefits (including the interaction between ERISA and the IRC)
Determining if Entity Holds Plan Assets Flowchart
Employee Benefits Law: Overview
ERISA Plan Asset Rules
Summary of the Dodd-Frank Act: Executive Compensation
Title I of the Employee Retirement Income Security Act (ERISA): Overview
Analyzing Severance Plans Flowchart
Payroll (FICA) Taxes
Section 409A issues
Nonqualified Deferred Compensation (Section 409A) Toolkit
Section 409A: Deferred Compensation Tax Rules: Overview
Section 409A: Top Ten Compliance Pitfalls
Types of equity compensation (including associated tax consequences)
Equity Incentive Plan
Global Equity Plans
Stock Options and Other Equity Compensation
Overview of the Taxation of Equity Compensation Awards
Stock Option Repricing and Exchange Programs
Drafting an Equity Incentive Plan
Equity Incentive Plan Toolkit
Treatment of Equity Compensation Awards in Mergers & Acquisitions
Employment agreement basics (including offer letters and M&A documents)
Designing, Determining and Disclosing Executive Compensation: A Consulting Perspective
Executive Employment Agreement Toolkit
Negotiating and Drafting Executive Employment Agreements
Executive Employment Agreement
Sections 280G and 4999 of the Code: Golden Parachute Payments
Private Corporations and Section 280G of the Code
Terms of an Executive Employment Agreement Checklist
Offer Letter/Employment Agreement for a Non-Executive (Short-Form)
Executive compensation disclosure obligations (including 8-K, proxy, 10-K)
Designing, Determining and Disclosing Executive Compensation: A Consulting Perspective
Form 8-K Reporting Executive and Director Departures, Appointments and Compensatory Arrangements Checklist
Section 16 Reporting: Why, How and When We Do It
CD&A Checklist: What Every Lawyer Needs to Ask
Preparation of Compensation Discussion and Analysis

Finance
Finance Fundamentals
Ad Hoc Committees v. Official Committees
Asset-based v. Asset-backed
Broadly Syndicated Loans v. Middle Market Loans
Business MAC v. Company MAC v. Market MAC Clauses
Commitment Fees v. Facility Fees v. Utilization Fees
Cross-default v. Cross-acceleration
Debt Recharacterization v. Equitable Subordination
Preferences v. Fraudulent Conveyances
Security Interests v. Other Liens
Fundamentals of a lending transaction
Lending: Overview
Loan Agreement: Overview
Commitment Letters Overview: Lending
Term Sheets Overview: Lending
Fee Letters Overview: Lending
Guaranties: Overview
Security: Overview
Security Agreement: Overview
Legal Opinions: Lending
Secretary's Certificate and Resolutions : Lending
Lending Timeline
Basic elements of UCC Article 9
Security: Overview
Security Agreement: Overview
UCC Creation, Perfection and Priority of Security Interests
UCC: Maintaining Perfection Post-closing
Proposed 2010 Amendments to UCC Article 9
Perfection Steps Checklist
Reviewing UCC lien search reports
Closing a Loan Transaction
UCC: Preparing and Filing Financing Statements
UCC: Conducting and Reviewing UCC Searches
UCC Financing Statements Preparation and Filing Checklist
Running a loan closing process (including preparing a closing checklist, drafting closing certificates and resolutions)
Closing a Loan Transaction Toolkit
Closing a Loan Transaction
Conditions Precedent in a Loan Transaction
Closing a Loan Transaction Checklist
Basics of due diligence for a loan transaction
Due Diligence: Lending
Legal Opinion Due Diligence Checklist
Due Diligence Checklist: Lending
Lender Concerns in Acquisition Agreements Checklist: Acquisition Finance
The Finance Industry
Financial Industry Guide: 2012
US Banking Law Overview

Intellectual Property & Technology
IP rights fundamentals (including rights acquisition and duration; maintenance requirements; infringement/misappropriation of claims; and remedies/defenses)
Intellectual Property: Overview
Intellectual Property Rights: The Key Issues
Copyright: Overview
Copyright Infringement Claims, Remedies and Defenses
US Copyright Duration Flowchart
Patent: Overview
Leahy-Smith America Invents Act: Overview
Patent Infringement Claims and Defenses
Trademark: Overview
Acquiring Trademark Rights and Registrations
Trademark Infringement and Dilution Claims, Remedies and Defenses
International Trademark Protection
Right of Publicity: Overview
Right of Publicity Laws: State Q&A Tool
Protection of Employers' Trade Secrets and Confidential Information
Trade Secret Laws: State Q&A Tool
Searching and clearing US trademark rights and filing federal trademark applications for registration
Acquiring Trademark Rights and Registrations
Trademark Searching and Clearance
Trademark Search and Registration Questionnaire
Trademark Searching and Clearance Information Checklist
Registering a Trademark Checklist
US Trademark Application Flowchart: Use-based Application
US Trademark Application Flowchart: Intent-to-Use Application
IP and the Web: internet, e-commerce and new media issues (including domain name searches/registration, website terms of use and privacy policies)
Privacy and Data Security Toolkit
Website Privacy Policy
Website Terms of Use
Online Behavioral Advertising: Trends and Developments
Domain names
Online Advertising and Marketing
Digital Millennium Copyright Act (DMCA): Safe Harbors for Online Service Providers
DMCA Complaint (Takedown Notice)
Website Copyright/DMCA Policy
Website Content License Agreement (Pro-Licensor)
Key types of intellectual property agreements (including non-disclosure agreements, licenses, assignments and copyright work-for-hire)
Trademark License Agreement (Pro-licensor)
Trademark License Checklist
Trademark Assignment Agreement (Long-form)
Copyright Assignment Agreement (Long-form)
Freelance Contributor Agreement
Patent License Agreements
Patent License Agreement (Pro-licensee)
Patent License Checklist
Confidentiality and Nondisclosure Agreements
Confidentiality and Nondisclosure Agreements Checklist
Confidentiality Agreement: General (Mutual)
Confidentiality Agreement: General (Unilateral, Pro-discloser)
Confidentiality Agreement: General (Unilateral, Pro-recipient)
Employee Confidentiality and Proprietary Rights Agreement
Software Licensing and Development
Open-source Software: Use and Compliance
Software Source Code Escrow Agreements
Click-wrap Software End User License Agreement (EULA)
Software License Agreement (Pro-licensee)
Software License Agreement (Pro-licensor)
Software Support Services Agreement (Pro-vendor)
Master Software Development Agreement (Pro-customer)
Software Source Code Escrow Agreement
IP in Corporate M&A/Finance transactions
Intellectual Property: Stock Purchases and Mergers
Intellectual Property: Asset Purchases
IP Licenses: Restrictions on Assignment and Change of Control
Trademark Due Diligence in Mergers and Acquisitions
Due Diligence Request List: IP and IT
Due Diligence Summary Template: License Agreements
IP Due Diligence Issues in M&A Transactions Checklist
IP Representations: Stock Purchase (Auction Form)
IP Representations: Stock Purchase (Pro-buyer)
Transitional Trademark License Clauses (Pro-buyer)
Transitional Trademark License Clauses (Pro-seller)
Intellectual Property Assignment Agreement (Short-form)
Intellectual Property Issues: Lending
Security Interests: Intellectual Property
Intellectual Property Security Agreement (Short-form)

Labor & Employment
Navigating discrimination, harassment and retaliation law
Discrimination: Overview
Harassment
Retaliation
Basics of employment contracts
Negotiating and Drafting an Executive Employment Agreement
Separation and Release of Claims Agreement
Employment non-competes and protection of employers' confidential information/trade secrets
Non-compete Agreements with Employees
Protection of Employers' Trade Secrets and Confidential Information
Wage and hour law (including exemption issues and independent contractor misclassification)
Wage and Hour Law: Overview
Independent Contractor Classification
Employment litigation and the anatomy of a federal case
Responding to Equal Employment Opportunity Commission Charges
Leave law and Disability Accommodation
Employee Leave Toolkit
Individual Terminations and Layoffs and the Worker Adjustment and Retraining Notification (WARN) Act
Worker Adjustment and Retraining Notification (WARN) Act: Overview
Separation and Release of Claims Agreement
Labor law overview
Labor Law: Overview
Basics of employment immigration and verifying work eligibility
Business Immigration Sponsorship: Overview
E-Verify for Employers: Best Practices
Health and Safety Law
Health and Safety in the Workplace: Overview

Litigation: Federal
Litigation Resources for Every Case
United States District Court Fee Chart
Computing and Extending Time in Federal Litigation
Common Deadlines in Federal Litigation Chart
General Formatting Rules in Federal Court
Notice of Appearance (Federal)
Legal Research: Procedural Rules Checklist
Commencing a Federal Lawsuit
Initial Considerations
Drafting the Complaint
Complaint (Federal)
Commercial Litigation: Causes of Action Checklist
Rule 7.1 Disclosure Statement
Filing and Serving the Complaint
Affidavit of Service (Fed. R. Civ. P. 4)
Guide to Removal and Remand
How to Remove a Case to Federal Court
Notice of Removal
Notice of Filing of Notice of Removal
Post-removal Amendments
Post-removal Procedure
Remanding the Case to State Court
Post-remand Procedure
Filing and Serving Documents in Federal Court
Filing Documents in Federal District Court
Serving Federal Court Documents under Fed. R. Civ. P. 5
Affidavit of Service (Fed. R. Civ. P. 5)
Federal Filing Checklist: General Paper Filings
Federal Filing Checklist: Drop Box Filings
Serving an Amended Complaint Flowchart
Navigating Discovery in Federal Litigation
E-Discovery Toolkit
Noticing a Deposition
Arranging for a Deposition Checklist
How to Prepare and Successfully Defend a Rule 30(b)(6) Deposition
Using Subpoenas to Obtain Evidence
Responding to a Subpoena
Document Requests: Initial Considerations
Document Requests: Drafting and Serving the Request
Document Requests: Performing the Document Review
Privilege Log
Second Circuit Civil Appeals Process
Notice of Appeal (Federal)
Initiating an Appeal
Post-Initiation Filing and CAMP Conference
Appellant’s Brief and Appendix
Appellee’s Brief, Reply Brief and Cross-Appeals
Appellate Motions
Oral Argument, Disposition and Rehearing
Amicus Curiae Briefs
Second Circuit Appendix

Securities
Scope of the Securities Act, Exchange Act and related rules and regulations affecting offerings and periodic reporting
US Securities Laws: Overview
Periodic Reporting and Disclosure Obligations: Overview
Registration Process: Overview
Unregistered Offerings: Overview
Offering documents, basic agreements and board resolutions for offerings of debt and equity securities (registered and unregistered)
Registration Statement: Form S-1
Underwriting Agreement Commentary
Board Resolutions: IPO
Board Resolutions: Registered Debt Offerings
Indenture and Indenture Trustee: Governing Laws
Preparing an Offering Memorandum: Rule 144A/Reg S Debt Securities Offerings
Purchase Agreement for Rule 144A/Reg S Offerings: Understanding the Terms
Board Resolutions: Rule 144A/Reg S Securities
Section 4(2) and Regulation D Private Placements
Basics of due diligence for securities transactions
Due Diligence: Securities Offerings
Due Diligence Request List: Securities Offerings
Due Diligence Checklist: Securities Offerings
Disclosure required by the Securities Act and Exchange Act forms (including drafting/reviewing disclosure in offering documents)
Form 10-K
Proxy Statements
Preparation of Management’s Discussion and Analysis of Financial Condition and Results of Operations
Preparation of Compensation Discussion and Analysis
Risk Factors: What Keeps You Up at Night?
Running the closing of an offering
Closing Checklist: IPO Documents
Closing Checklist: Public Equity Offerings (Non-shelf Offerings)
Closing Checklist: Public Debt Offerings (Non-shelf Offerings)
Closing Checklist: Rule 144A/Reg S Offering Documents
Duties and obligations of a board of directors
Corporate Governance Standards: Overview
Corporate Governance Practices: Commentary
Corporate Governance Standards: Board of Directors
Corporate Governance Standards: Code of Ethics or Conduct
Fiduciary Duties of the Board of Directors
Board committees
Corporate Governance Standards: Audit Committee
Corporate Governance Standards: Compensation Committee
Corporate Governance Standards: Nominating and Corporate Governance Committee
Director Independence Standards Chart
 
 
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