Business Assets

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Where Bankruptcy Law and Intellectual Property Law Intersect

The intersection of bankruptcy law and intellectual property law is not a very nice neighborhood. Anyone dealing with intellectual property license agreements must think about how these agreements are affected if one party to...more

Trade Secrets – Protecting the (Corporate) Family Jewels

Disputes regarding trade secrets and corporate espionage are becoming perpetual fixtures in the news. One of the most common scenarios is that a key employee departs to join a competitor and his or her former employer quickly...more

Security Interests in Intellectual Property and Related Issues in Bankruptcy

Intellectual property (“IP”) can act as collateral to be pledged to secure an extension of credit. For example, a company that borrows money from a bank can pledge its patents as collateral for the loan. The bank (referred...more

What?? The Target Company Does Not Own its IP!?

We have been working on a number of private company mergers and acquisitions transactions this year where the technology and the intellectual property of the target company (the “Target”) are the key value drivers for the...more

Bankruptcy Auctions Present Opportunities to Acquire Energy Assets with Limited Risk

Energy industry bankruptcies of all types are expected to increase, offering an opportunity for companies to acquire assets for their operating portfolios while taking advantage of the bankruptcy process. We have received...more

Protecting your real estate assets

When preparing an estate plan, asset protection for real estate is particularly challenging, because it’s the only asset that can’t be moved. Gifting it is one option, but this leaves the property exposed to creditors. This...more

Decisions Do Not Apply "Jewel Doctrine" to Departed Partners' Fees - Legal Fees Earned by Departed Partners in Now-Defunct Law...

A California District Court recently held that a bankruptcy trustee could not claim a property interest in the hourly fee matters pending at the now-dissolved Heller Ehrman LLP law firm. This June California decision was...more

In re El Paso Pipeline Partners, L.P. Derivative Litig., C.A. No. 7141-VCL (Del. Ch. Jun. 12, 2014) (Laster, V.C.)

In this memorandum opinion resolving cross-motions for summary judgment, the Court of Chancery dismissed in part claims challenging a drop-down sale governed by a limited partnership agreement that supplanted fiduciary duties...more

Protecting your intangible assets

The beginning of summer marks the start of a new chapter for both recent graduates looking for work and the businesses looking to hire them. But before you dive into that growing pile of resumes on your desk, take a...more

Financing with IP Collateral

In a recent guest post on the Patently-O blog by Dennis Crouch, William Mann, an assistant professor of finance at the Anderson School of Management, UCLA, notes the explosion in USPTO filings that record a creditor’s...more

Intellectual Asset Management Best Practices – Part 1

Does your organization have “intellectual assets”? Regardless of what your organization does – whether it is a service-based business, or in the manufacturing sector, whether it is driven by cloud-based software or...more

Privacy Concerns and the Proposed Reg AB II Revisions Relating to Asset Level Data

In February 2014, the Securities and Exchange Commission (SEC) once again re-opened the comment period with respect to proposed revisions to Regulation AB relating to the disclosure of asset-level data after receiving many...more

Proposed Regulations Clarify Definition of “Real Property” for Real Estate Investment Trusts

On May 9, 2014, the Internal Revenue Service and U.S. Department of the Treasury issued proposed regulations (the Proposed Regulations) under Section 856 of the Internal Revenue Code (the Code) to clarify the definition of...more

The (Not-So) Hidden Risks of RIDEA Investment Structures

Many Real Estate Investment Trusts (REITs) have embraced the REIT Investment Diversification and Empowerment Act (RIDEA) structure for their senior housing asset investments. Non-REIT institutional investors sometimes employ...more

Proposed Regulations Provide Greater Certainty on the REIT Classification of Solar and Other Non-Traditional Assets

The Internal Revenue Service (the “IRS”) and Treasury Department have proposed regulations (the “Proposed Regulations”) under Section 856 of the Internal Revenue Code providing guidance for analyzing whether non-traditional...more

Proposed IRS Rule Could Allow Solar Energy REITs

President Obama announced on Friday several executive actions to advance clean energy. Among them, the Internal Revenue Service (IRS) will publish new regulations on May 14th clarifying that certain solar generating assets...more

"Treasury Issues Proposed Regulations Defining ‘Real Property’ for REIT Purposes"

On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,...more

Third Circuit Concludes Personal Injury Causes of Action Against a Successor to Debtor’s Business are Generalized Claims

In a novel decision, the United States Court of Appeals for the Third Circuit held, in its ruling In re Emoral, Inc., 740 F.3d 875 (3d Cir. 2014), that personal injury claims of individuals allegedly harmed by a bankrupt...more

To the Direct Acquirer Belong the Tax Attributes: Proposed Regulations Modify the Definition of Acquiring Corporation for Purposes...

On May 7, Treasury and the IRS published proposed regulations addressing which corporation succeeds to the tax attributes of another corporation that transfers assets in an acquisitive asset reorganization described in IRC §§...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Crown Jewels Lock-Up [Video]

Latham & Watkins partner Timothy FitzSimons explains the M&A term Crown Jewels Lock-Up, a term referring to an M&A technique where the critical assets of a target company are locked-up. For additional definitions of the legal...more

"Intellectual Property and Global Business Strategies: Observations From the High-Tech Sector"

Encouraged by a combination of factors, particularly pressure on public companies to create value and increased convergence within a number of industries, strategic uses of intellectual property increasingly are top of mind...more

The Importance of Providing Timely Notice to the Insurer

One of the most valuable assets a business owns is its insurance coverage. The goal when purchasing liability insurance—and regularly paying insurance premiums—is to have coverage when, for example, your business is faced...more

Ownership of Business-Related Social Media Accounts

Social media platforms have become an increasingly important means for companies to build and manage their brands and to interact with their customers, in many cases eclipsing companies’ traditional “.com” websites. Social...more

Is The Attorney-Client Privilege An Asset?

Suppose that a corporation decides to sell all of its assets. Do all assets include the attorney-client privilege? In considering this question, I think it is useful to distinguish between the documents or other media that...more

How One Struggling Auto Company Used Chapter 15 to Protect its U.S. Assets

Although its Israel-based electric car company had already filed bankruptcy in its home country, Better Place, Inc., the U.S. parent of the foreign debtor, filed for protection under chapter 15 of the Bankruptcy Code with the...more

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