January 2019



An expanded suite of Alternative Entities Practical Guidance includes state-specific limited liability company (LLC) forms for California, Delaware, Florida, Illinois, New York, and Texas on a variety of topics. From merger and conversion plans to sample operating agreements, checklists, and member/manager resolutions, the new offerings are designed to assist in-house and law firm counsel by providing guidance on, and examples of, frequently used annotated LLC forms.


The new content is available on the Corporate Practice Center Alternative Entities practice page, LLC Practical Guidance and on the Practical Guidance homepage.


New Transfer Agent Practical Guidance has been added to the Corporate Secretary page, including documents that will help corporate secretaries in their dealings with transfer agents. The Practical Guidance includes overviews of the role of a transfer agent, forms for appointing and changing transfer agents, and sample transfer agent instructions for an initial public offering.


The new content is available on the Corporate Practice Center Corporate Secretary landing page and on the Practical Guidance homepage.


Banking & Finance

A new series of overviews on Intercreditor Arrangements has been added to the Banking & Finance Practice Center Commercial Lending page. The series was contributed by a team at Gibson Dunn and will be of interest to any attorney working on finance transactions, commercial lending transactions, and transactions that involve multiple lenders and/or creditors. The overviews include:

  • “All Assets” First-Lien/Second-Lien Intercreditor Agreements
  • “Crossover” or “Split Collateral” Lien Subordination
  • Mezzanine Financing – Payment Subordination Agreements
  • Unitranche “Agreements Among Lenders”


New step-by-step Practical Guidance – Transferring Venue – has been added to the Bankruptcy Practice Center. The venue provisions of the Bankruptcy Code can provide a Chapter 11 debtor with a number of options when determining where to file. The sample transfer motions and objections provide roadmaps on how to get a case transferred to the venue most advantageous to key stakeholders.


Transferring Venue Practical Guidance can be found in the Bankruptcy Practice Center under Practical Guidance or under the Bankruptcy section on the Practical Guidance homepage.


New step-by-step Practical Guidance – Section 363 Asset Sales – summarizes key issues, compares judicial approaches, and provides sample documents to demonstrate a complex 363 sale. Section 363 of the Bankruptcy Code provides for the use, sale, or lease of estate assets “other than in the ordinary course of business.” Debtors have invoked this flexible language to accomplish a wide range of business objectives, from hiring non-ordinary-course professionals to effecting sales of entire businesses outside a traditional plan of reorganization.


Section 363 Asset Sales can be found in the Bankruptcy Practice Center under Practical Guidance or under the Bankruptcy section on the Practical Guidance homepage.



In Focus: Gig Economy


Scrutiny of the independent employment relationship is steadily on the rise with the emergence of what has been called "the gig economy." The legal status and rights of gig economy workers have become the subject of litigation, including class and collective actions. Employers must assess the risks of exposure to liability stemming from minimum wage and overtime pay requirements, employee benefits, unemployment insurance, and workers' compensation. A new In Focus: Gig Economy page on the Labor & Employment Practice Center pulls together news, court opinions, Practical Guidance, and other essential coverage to provide current, comprehensive analysis of this developing issue.




A new chapter on GDPR and Data Privacy has been added to the HR Policy Handbook, designed to help employers comply with the data privacy requirements for workplaces. The chapter includes an overview and policy tips, a model policy, a notice that employers can use to inform employees of their rights under GDPR, and U.S. state requirements for data privacy and protection.




In their ongoing effort to combat the opioid epidemic, many state legislatures have increased access to naloxone, a medication that can reverse opioid overdoses. The Quick Reference to State Opioid Antagonist Prescribing surveys state laws governing who may prescribe, carry, and use naloxone as well as related immunity provisions. The Quick Reference is available on the In Focus: Opioid Issues for Health Care Providers page.




Corporate Transactions content and tools are now conveniently located in the Transactional Intelligence Center, which replaces the prior organization under the Corporate & Transactional tab. The Corporate Intelligence Center organizes primary and secondary sources, forms, news, industry data, and practice tools in an intuitively designed practice page. Access to the Transactional Intelligence Center is available via the BROWSE button on the Bloomberg Law® homepage and by selecting Transactional Intelligence Center in the drop-down menu. Once on the landing page, you can access content and tools via dedicated tiles such as EDGAR Search or Practical Guidance. You can also link to select content or tools by clicking the BROWSE button on the landing page for expedited access to EDGAR Search, Draft Analyzer, and other sources.