AN INTERNATIONAL JOINT VENTURE AGREEMENT CHECKLIST: DEAL POINTS

International Joint Venture Checklist Deal Points-Revised 01172017

This checklist was developed by our firm as a tool and guide to necessary and optional elements to consider in preparing 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; it has been adapted for use specifically for cross-border JVs in the pharmaceuticals, chemicals, telecommunications, and satellite sectors. Following the checklist are “Deal Points,” which address the broader structure of the JV.

BIOTECHNOLOGY, PHARMACEUTICAL, AND CHEMICALS MASTER DISTRIBUTION AGREEMENT SAMPLE TERM SHEET: DEAL POINTS

Biotech-Pharma-Chem Master Distribution Agreement Term Sheet-Deal Points 01092017

This sample Term Sheet is derived from several prepared by our firm to negotiate and document Master Distribution Agreements (MDAs) in the Biotechnology, Pharmaceutical and Chemicals sectors. These are sample terms only to give an idea of the parameters of negotiation; any of them may be negotiated. Following the sample Term Sheet are “Deal Points” on broader considerations of an MDA transaction.

RAISING CAPITAL THROUGH PRIVATE PLACEMENTS: DEAL POINTS

Raising Capital Through Private Placements Deal Points-Revised and Expanded

Raising Capital through Private Placements: Deal Points compares in detail Regulations D, A, and S and other principal U.S. Securities Act sections, rules, and regulations that may be used for registration-exempt offers and sales of securities for the purpose of raising capital and discusses their respective uses, requirements, advantages, and disadvantages. Appendix 1 at the end presents a condensed version of the same information in chart form. Following the discussion are Deal Points to aid the capital raising process: what to do, and what at all costs not to do.

HIPAA BUSINESS ASSOCIATE AGREEMENT BEST PRACTICES: UPDATE 2017

HIPAA BAA Best Practices: Update 2017

Recent Department of Health and Human Services Office of Civil Rights (HHS OCR) resolution settlements (in lieu of fines) for a total of over $15 million confirm that wide-spread noncompliance with the HIPAA Business Associate Agreement requirement is now front and center in HHS OCR enforcement actions. OCR also recently announced a $650,000 settlement against the Catholic Health Care Services of the Archdiocese of Philadelphia, the first ever against a Business Associate directly. In all, last year OCR settled/fined violations of over $23 million, more than half the total amount levied since HIPAA was enacted; the Business Associate Agreement-related settlements constitute more than one quarter of all HIPAA settlements/fines ever levied.

It is a facial violation of HIPAA for a Covered Entity to transmit, and for a Business Associate to receive, patient Protected Health Information without a written, compliant Business Associate Agreement in place. In other words, if there is no written, compliant Business Associate Agreement in place, the Covered Entity had no right to transmit, and the Business Associate had no right to receive, the PHI in the first place.

The attached advisory, “HIPAA Business Associate Agreement Best Practices,” updated for 2017, analyzes the issues and offers a practical and cost-effective compliance solution for HIPAA-regulated entities for avoiding HIPAA civil and criminal enforcement penalties based on the Business Associate Agreement requirement.

INBOUND AND STARTUP LEGAL SERVICES 2017

Kurtin PLLC Inbound and Startup Legal Services 2017

Kurtin PLLC offers a range of flat-fee legal services for the formation, organization, financing, and operations of U.S. subsidiaries and affiliates of non-U.S.-based companies and U.S. startups. The services offered cover any legal or regulatory requirement a new enterprise is likely to face, while the flat-fee menu of basic and additional services allows both a la carte selection of services needed and predictability of costs.

A SWISS PRINCIPAL MODEL CASE STUDY: Restructuring a Multinational Corporation to Optimize Profitability and Efficiency

A Swiss Principal Model Case Study

Owen D. Kurtin represented a public industrial technology company as lead outside counsel in staged four-year, thirty-plus country, Swiss Principal Model restructuring of worldwide governance and operations, including multiple mergers, acquisitions, issuances of new equity securities, stock transfers, recapitalizations, consolidations and conversions of domestic and non-U.S. subsidiaries and affiliates; engagement of, supervision of and collaboration with local counsel, accountants and consulting firms in each non-U.S. jurisdiction; development of inter-company and supply chain commercial protocols and agreements. The new structure will greatly enhance the company’s profitability and efficiency.

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