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"I am advising on contract claims that are to be referred to ICC arbitration. Does Practical Law have any materials that cover the following aspects of the ICC Arbitration Rules (2012)?
- How to commence the arbitration.
- How to apply for the arbitration timetable to be expedited."
"We recently changed our PTO policy to a per hour accrual beginning April 1. We previously allocated 10 days for employment over 1 year, but did not address what would happen at termination to unused vacation. Will we need to pay employee for unused vacation since she left the day before the new policy went into effect?"
"I'm working on a credit agreement that requires any "affected lender" to consent to an amendment to the credit agreement. I'm trying to determine who is an "affected lender." Do you have any resources that could help?"
"I am looking at developing a document retention plan and for legal issues regarding implementing a destruction policy."
"I am working with a service provider that is being granted stock options as compensation for the services, along with a cash bonus. We are concerned about 409A issues and looking for some antidilution language for the stock options."
"I'm working on a Form S-4 exchange offer; it's an offer to exchange unregistered notes for '33 Act registered notes with the same principal, interest rate and maturity. I would appreciate any resources relating to the structure and documentation typically involved in this kind of deal. More specifically, any resources related to Form S-4 would be great."
"I am working on a settlement agreement and would like to see a form of a general release."
"I have been asked to potentially represent a client in whom a private equity firm may make a minority investment. Do you have any materials that would be helpful for me to review? For example, a primer on investments by private equity firms, or a discussion of the types of agreements that would accompany this type of investment (i.e., purchase agreement, shareholders agreement, employment agreements with key executives)?"
"I am working on a paper on risks and mitigation of risks in project finance. Do you have anything that could help?"
"I'm looking for an electronic document retention policy and procedure, something very detailed as to electronic retention policy."
"Do you have any resources on shutting down a plant/site? Specifically in the state of California?"
"I am looking to hire counsel to represent my organization with respect to a Subpoena/Notice of Deposition served in litigation where a wholly-owned subsidiary is a named defendant. The firm representing the wholly-owned subsidiary is the same firm that would typically handle these types of matters for my organization. Could you suggest resources that might assist me in assessing whether using the same firm is advisable?"
"I'm looking for general background material on commodity contracts such as forward purchase contracts, purchase and option contracts, swap option contracts, call option contracts and put option contracts."
"Does Pennsylvania have a "ban the box" regulation prohibiting asking about arrest and conviction on employment applications?"
"I am working on drafting an LLC agreement. Could you suggest what resources that would be useful?"
"We are planning a training session on UCC Article 9 for a class of associates. Could you suggest resources that would be useful?"
"I am working on a stock purchase agreement from the seller’s side and need language for the sale of less than 100% of the stock. The seller will maintain a minority interest."
"We are considering granting stock options to our employees in Argentina, Brazil and Mexico. Does Practical Law have anything on granting stock options in non-U.S. jurisdictions?"
"I am working on a credit agreement that involves multi-foreign currencies. Do you have any resources that can help in suggesting provisions or clauses to add in response to the Eurozone financial issues?"
"I am looking for post-closing operational covenants to support/protect seller in connection with an earn-out."
"A standard provision in a lender client's Loan Agreement provides that in the event of a default, Lender may collect all income from the collateral and such income shall be applied to "repayment of the Loans in such order and in such manner as Lender shall elect." I need to understand the problems created by such vague language and would like suggested, more specific language."
"I am working on an irrevocable letter of credit. Do you have resources that could help?"
"I am trying to find what is the market norm for a "tail" of a break-up fee in the termination section of an agreement. I know the "What's Market" function, but I'm not sure how I could find the standard length of time that these tails (the duty to pay the break-up fee if a party enters into a similar merger X period of time after signing) last."
"I am looking for any regulations or guidance issued under the general Dodd-Frank framework and addressing affiliate transactions."
"I am looking for language which gives a purchaser the right to assign a purchase agreement to an affiliate after signing."
"I am trying to find out if there are any banking regulations which affect or restrict a Canadian company from receiving loans from, or entering into transactions with, U.S. affiliate financial institutions."
"Do you have resources which track break-up fees and reverse break-up fees for acquisitions of public companies?"
"I am trying to determine if it is market in the US for a private equity or venture capital transaction, where the investor is receiving a fixed rate of return, for the investor to also receive a compounded rate of return. We are of the opinion that a compounded rate of return is not market, but I am having trouble finding anything specific on your web site."
"I need information for a group of investors on the steps required for investing in or purchasing an existing troubled or healthy regional or community bank, most likely in California."
"I am looking for information on a "firewall" policy for use at a bank or fund to keep investment-type folks with inside information away from trader-type folks."
"Please let me know if you have any materials relating to credit agreements between a sovereign and a bank."
"I need to understand guidance on determining US Person Status under Regulation X under Fed Reserve Board Regulations."
"I would like to see materials, including your most recent materials, regarding the limitations imposed on board members and stockholders who agree to vote their shares in favor of a merger or sale when the selling company's board has Revlon duties and has agreed to a fiduciary out with right to terminate the deal upon a superior transaction."
"I'm advising our Board of Directors on the 2011 ‘say when on pay’ proxy results and how companies are responding when the shareholders’ recommendation is inconsistent with the Board’s recommendation. I’m looking for information to present to the Board on how many companies received inconsistent shareholder votes and, of those companies, how many adopted policies either in support of such votes or against them. I'm also looking for draft resolutions of the Board adopting a certain frequency for say when on pay based on shareholder voting results at the annual meeting."
"Do you have agreements or other resources for a shareholders agreement which will have provisions for buying out employee shareholders who leave the company, including provisions for a buy-out of the shares of a majority shareholder for fair value without discount?"
"I need a Pro-Seller Asset Purchase Agreement for Auction. Any thoughts on whether I should start with the Auction SPA and convert to an asset purchase agreement or start with the Pro-Buyer APA and convert to auction/pro-seller?"
"I need to understand the new regulations impacting CLOs. Can you help me?"
"I am updating my employment policy manual. What policies do you have that would be relevant?"
"I am interested in tips, checklists and other resources identifying issues for GCs to consider when building the corporate legal and compliance infrastructure in preparation for a possible IPO."
"I would like a great explanation of sub-debt (Mezzanine) Financing that includes an equity stake in the form of attached warrants."
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