Legal News

A proposed development - A developer has obtained planning permission to build some affordable housing, but the land on which it wishes to build borders my land. Several years ago, when the land was divided up from a larger plot, my land secured the benefit of a restrictive covenant that prevents the construction of any buildings on the neighbouring land. Since the neighbouring land remains bound by that covenant, surely the grant of the planning permission is an oversight? If not, I will need...

Recent M&A deals the teams have worked on involving insolvent corporates have highlighted the challenges which exist around the transfer of customer lists and databases, which are often a significant asset for the buyer. Transactions involving insolvent corporates are typically structured as business and asset sales, rather than share transfers; as such there will always be a change to the “controller” of any personal data contained in customer lists; this in turn engages the requirements of....

In a dispute between WEX (Inc.) (“WEX”) and the shareholders (the “Sellers”) of eNett International (Jersey) Limited (“eNett”) and Optal Limited (“Optal”), following an expedited trial on a number of preliminary issues, the High Court’s judgment (Travelport Limited & Others v WEX INC [2020] EWHC 2670 (Comm)) provides helpful guidance on the interpretation of material adverse effect (“MAE”) clauses which are not commonly used in English law acquisition documents. The judgment is also ...

This consultation paper proposes a number of amendments to (i) simplify the offer timetable under the Code (ii) provide certainty that once a firm offer has been announced it will not lapse or be withdrawn without good reason and (iii) apply consistent treatment to any official authorisation or regulatory clearance. The consultation closes on 15 January 2021 and a Response Statement with final amendments is expected in Spring 2021....By: Bryan Cave Leighton Paisner

On October 15, 2020, the Securities and Exchange Commission (“SEC”) announced settled charges against U.S. refiner Andeavor LLC (“Andeavor”) for inadequate controls related to a stock buyback plan it executed while it was in talks to be acquired by Marathon Petroleum Corp. in 2018. Without admitting the SEC’s findings, Andeavor agreed to pay a $20 million penalty to settle the charges....By: Bryan Cave Leighton Paisner

The Small Business Administration recently published a procedural notice on changes of ownership for PPP borrowers. One specific area where we’ve seen confusion is whether the procedural notice requires a buyer to assume all of the PPP borrower’s obligations in an asset sale transaction....By: Bryan Cave Leighton Paisner

As previously discussed, on October 2, 2020, the SBA published Procedural Notice 5000-20057 addressing Paycheck Protection Program Loans and Changes of Ownership. Based on a review of memos on the subject by other law firms and accounting firms, four items stood out as not being regularly addressed (in addition to some expressing the mistaken belief that buyers have to assume the PPP loan in any asset transaction)....By: Bryan Cave Leighton Paisner

The COVID-19 pandemic has made 2020 a difficult year for many companies looking to do deals. Competition agencies and other government regulators have in many cases slowed down their timeframes or even refused to accept regulatory filings....By: Bryan Cave Leighton Paisner

No. On October 2, the Small Business Administration published a procedural notice on changes of ownership for PPP borrowers. One specific area where we’ve seen confusion is whether the procedural notice requires a Buyer to assume all of the PPP Borrower’s obligations in an asset sale transaction....By: Bryan Cave Leighton Paisner

In HKSAR v Gammon Construction Limited (HCMA 97/2019) [2020] HKCA 752 (Date of Judgment: 7 September 2020), the Hong Kong Court of Appeal (the “Court”) dismissed a magistracy appeal against the conviction of a principal contractor (the “appellant”) involved in a fatal industrial accident. In this judgment, the Court held that......By: Bryan Cave Leighton Paisner