Legal News

On February 1, 2021, the Federal Trade Commission (FTC) announced its revised annual threshold that determines whether companies may be required to notify federal antitrust authorities about a proposed merger or acquisition due to the size and value of the transaction. For the first time since 2010 and a reflection of the state of the economy, the annual threshold has been reduced rather than raised, from $94 million in 2020 to $92 million for 2021......By: Schwabe, Williamson & Wyatt PC

In response to the ongoing delays and uncertainty caused by the COVID-19 pandemic, Governor Brown signed House Bill 4212 into law in June 2020. The law contains a number of remedial measures affecting the functioning of local governments, judicial proceedings, and a host of ministerial acts of the State. Section 7 of HB 4212 addresses the time limits to bring legal claims and give notice of a claim. Of specific interest to the construction industry is the affect this extension may have on a...By...

In D’Allesandro v. Lennar Hingham Holdings, LLC, 486 Mass 150, 2020 Mass. LEXIS 721, the Supreme Judicial Court of Massachusetts answered a certified question regarding how to apply the Massachusetts statute of repose, Mass. Gen. Laws ch. 260, § 2B, in regards to phased construction projects. The court held that, in this context, the completion of each individual “improvement” to its intended use, or the substantial completion of the individual building and the taking of possession for occupa...

Dealmakers know that uncertainty is their proverbial kryptonite. As M&A and investment have started to show signs of life, acquirers of and investors in companies that received loans under the Paycheck Protection Program (PPP) have been grappling with managing the risks associated with those loans, including whether and what kinds of approvals are necessary to acquire or invest in such a target. Recently, however, the U.S. Small Business Administration (SBA) has acted to reduce this uncertainty....

Dealmakers loathe uncertainty. In addition to the challenges of analyzing impacts of COVID-19 on a business and on closing transactions generally, they must navigate myriad issues arising from use of government stimulus loans, grants and other programs – in many cases without clear answers. We have discussed the recently released rules from the Small Business Administration (SBA) for acquiring control of a business that received a loan under one of the most popular stimulus programs, the...By: ...

The United States Environmental Protection Agency (“EPA”) announced on October 22nd it had finalized certain New Source Review (“NSR”) regulations associated with the Clean Air Act Prevention of Significant Deterioration (“PSD”) and Nonattainment (“NA”) programs. EPA had published a proposed rule in the August 9, 2019, Federal Register. See 84 Fed. Reg. 39244....By: Mitchell, Williams, Selig, Gates & Woodyard,

The ability to raise capital is one of the most critical challenges facing small businesses in the U.S. today. Capital can allow for exponential growth of a well-run startup with a good idea, but the lack of capital is the death knell for many others. While many small companies initially rely on friends and family for funding, there has perennially been a gap between raising money from those in your immediate circle and working with investment bankers who are registered broker-dealers for larger...

United States District Judge James M. Moody (“Court”) addressed in a September 3rd Order a July 10th Motion filed by Plaintiffs seeking a preliminary and permanent injunction (“Motion”) to prohibit commencement of: . . . any construction on any portion of the proposed reconstruction of a 7.3 mile section of Interstate 30 in Little Rock and North Little Rock, Arkansas, more particularly described herein, pending a final hearing for a permanent injunction based on the merits of the First Amen...

The United States Court of Appeals (Federal Circuit) (“Appellate Court”) addressed in an August 26th Opinion a dispute regarding certain costs associated with a Federal Highway Administration (“FHA”) road design and reconstruction project. See Kiewit Infrastructure West Co. v. United States, 2020 WL 5032464. The issue involved a contractor’s request for additional payment for the increased cost of purchasing wetland mitigation credits....By: Mitchell, Williams, Selig, Gates & Woodyard,

When considering whether to acquire a business through an asset sale, it is important for the purchaser to analyze what, if any, of the seller’s liabilities it must assume to continue the seller’s operations. Prudent purchasers examine a multitude of factors (see our articles on successor liability and fraudulent transfers) in deciding whether to assume debt, including whether more cost effective alternatives exist for the space, goods or services......By: White and Williams LLP