ArticleWhat Are Indemnities Anyway?Contracts are the glue holding business relationships together—and indemnities are often the hidden duct tape keeping everything from falling apart...United StatesCorporate/Commercial LawOutside GC
ArticleNegotiating A "Win-Win" In Pharmaceutical Contract ManufacturingIn an earlier post, we explored some of the key issues in a contract manufacturing agreement from the perspective of the drug developer. However, Outside GC frequently represents outsourced manufacturers, too.United StatesFood, Drugs, Healthcare, Life SciencesOutside GC
ArticleThe Role Of Minimum Resale Pricing In Brand ProtectionWhen my dishwasher broke recently, I researched and chose a new model—only to find that every major retailer was offering it at the same price. The same happened with a pair of brand name running shoes.United StatesAntitrust/Competition LawOutside GC
ArticlePrepare Now For The New Corporate Transparency ActStarting January 1, 2024, many entities created in or registered to do business in the U.S. will need to report information about certain beneficial owners.United StatesCorporate/Commercial LawOutside GC
ArticleRecent FDA Guidance Addressing Misinformation About Medical Devices And Prescription DrugsIn today's digital age where misinformation can spread rapidly and widely via internet-based channels, the U.S. Food and Drug Administration (FDA) has taken a significant step...United StatesFood, Drugs, Healthcare, Life SciencesOutside GC
ArticleDon't Mess With SMS: Navigating Texas' New Messaging RulesOn September 1, 2025, new Texas legislation (SB 140) went into effect, expanding the reach of the Texas Telephone Solicitation Act (TTSA) to include marketing messages sent to Texas consumers by text (SMS and MMS).United StatesMedia, Telecoms, IT, EntertainmentOutside GC
ArticleQuebec's Privacy Law 25: What You Need To KnowThe Canadian market is ripe with opportunities for U.S. companies seeking to expand beyond domestic borders. Before diving in, however, it can be helpful to have a basic understanding of Canada's legal system...CanadaPrivacyOutside GC
ArticleHow Fractional Corporate Secretaries Strengthen Modern GovernanceCorporate governance is no longer a once-a-year, check-the-box exercise. It has become a continuous discipline — one that shapes how organizations manage risk, reinforce culture, and maintain stakeholder confidence.United StatesCorporate/Commercial LawOutside GC
ArticleYour Board Approved An Insider Deal. Is The Company Actually Protected?Imagine this: your company needs financing, a key contract, or a strategic acquisition. A director has a connection to the other side of the deal. All the parties know about it, the economics look reasonable, and the board approves the transaction. Months later, a stockholder challenges the deal—and the company discovers that “everyone knew” was not the same as following the right process.United StatesCorporate/Commercial LawOutside GC
ArticleU.S. Department Of Labor Restores Pre-2024 Overtime Salary ThresholdsThe U.S. Department of Labor has formally reinstated the 2019 salary thresholds for Fair Labor Standards Act white-collar overtime exemptions following the collapse of its 2024 rule in federal court.United StatesEmployment and HROutside GC
ArticleTime Is Running Out For Employers To Comply With Post-COVID Form I-9 Employment Eligibility VerificationDuring the COVID pandemic, the U.S. Department of Homeland Security ("DHS") relaxed the usual Form I-9 rules regarding physical inspection of certain employees' identification...United StatesImmigrationOutside GC
ArticleIf You Don't LOVE Your Lawyer, Then Get A New OneLawyers often get a bad rap. I don't know how many times I have walked into a room or met new people, and the first thing I hear is the inevitable lawyer joke.United StatesLaw Practice ManagementOutside GC
ArticleRaising The Stakes: The Impact Of Executive Orders, Policy Shifts, And Global Uncertainty On Business2025 is shaping up to be a year of regulatory whiplash. From sweeping Executive Orders to evolving tariffs and fast-moving compliance mandates, the rules of the game are changing—quickly.United StatesStrategyOutside GC
ArticleFederal Trade Commission Bans Non-Competes For Virtually All Workers NationwideAs discussed in our prior article, the Federal Trade Commission (FTC) announced a proposed rule to ban non-compete agreements between most employers and employees nationwide.United StatesEmployment and HROutside GC
ArticleRevised Proposed Regulations For California Health Care TransactionsLast year, California's Office of Health Care Affordability (OHCA) was created with the passage of a new law...United StatesFood, Drugs, Healthcare, Life SciencesOutside GC
ArticlePilot Program For Stateside H-1B Visa Renewals To Start January 29, 2024Due to increased delays in consular visa processing around the world, the Department of State ("DOS") has initiated a pilot program to issue a limited number of H-1B visa...United StatesImmigrationOutside GC
ArticleBest Practices For Board Meeting PreparationBoard and committee meeting preparation generally falls under the purview of a company's corporate secretary, a role often assumed by either the general counsel or CFO (or members of their in-house staff).United StatesCorporate/Commercial LawOutside GC
ArticleNegotiating Indemnity ProvisionsNearly all commercial contracts include an indemnification clause. However, the wording used in indemnity provisions often shrouds how these clauses function relative to the parties' business objectives.United StatesCorporate/Commercial LawOutside GC
ArticleDOL Reaffirms Process-Based Fiduciary Prudence And Proposes Safe Harbor For Investment SelectionThe U.S. Department of Labor (DOL) has proposed a new rule that provides additional guidance on how retirement plan sponsors and fiduciaries can meet their investment selection obligations...United StatesEmployment and HROutside GC