Legal News

Size-of-transaction threshold under Hart-Scott-Rodino Act will decrease to $92 million; the first threshold decrease since 2010. As a result of the decrease in the U.S. Gross National Product for 2020 due to the COVID-19 global pandemic, the Federal Trade Commission (FTC) has announced lower revised thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), which will become effective March 4, 2021. This is the first time that the thresholds will decrease since 2010......By:...

A recent decision from the Southern District of New York may pave the way for broader excuse of performance in COVID-19 force majeure litigation after finding the pandemic is a “natural disaster” that is beyond the parties’ “reasonable control,” triggering the force majeure clause. The past 10 months have brought a resurgence of the application of the force majeure doctrine due to the ongoing pandemic....By: Pillsbury Winthrop Shaw Pittman LLP

The IRS issues anticipated continuity guidance providing relief to offshore wind developers and federal land projects. Offshore and federal land projects now have 10 years to be completed after the year in which construction begins in order to qualify for tax credits under a safe harbor....By: Pillsbury Winthrop Shaw Pittman LLP

A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public companies should review the descriptions of their business, legal proceedings, and risk factors in light of the modernization amendments to Regulation S-K that became effective in November 2020....By: Pillsbury Winthrop Shaw Pittman LLP

The IRS’s informal FAQs provide comfort that an acquirer, including affiliated companies treated as a single employer (employer group), will not lose its past or future employee retention tax credits (ERTCs) if it acquires a target with a Paycheck Protection Program (PPP) loan outstanding on or any prior to closing (if after May 18, 2020). Going forward, private equity and strategic buyers should be relatively unconcerned by targets with outstanding PPP loans....By: Pillsbury Winthrop Shaw Pit...

The UK government has introduced proposals for extensive new rules and review powers governing foreign direct investment across the UK’s critical infrastructure and defence industries. The new regime will introduce tougher measures, including mandatory and/or voluntary transaction notification requirements, on proposed foreign buyers of qualifying UK entities, assets and intellectual property in 17 sensitive industries....By: Pillsbury Winthrop Shaw Pittman LLP

Construction loans with companion mezzanine loans raise a host of concerns that are unique to more standard ICAs between a mortgage lender and a mezzanine lender. An intercreditor agreement (ICA) involving a construction loan raises a host of complicated and unique issues that are not addressed in the typical ICA....By: Pillsbury Winthrop Shaw Pittman LLP

The Small Business Administration’s latest guidance tells PPP lenders under what conditions they may approve changes of ownership involving PPP borrowers. Standard PPP loan paperwork has required PPP borrowers to seek consent from their lenders prior to effecting a “change of ownership.” PPP lenders require this consent because they, in turn, are required to report such events to SBA....By: Pillsbury Winthrop Shaw Pittman LLP

On September 21, 2020, the Nuclear Regulatory Commission (NRC) announced that it has approved the development of a generic environmental impact statement (GEIS) for the construction and operation of advanced nuclear reactors using a technology-neutral, plant parameter envelope (PPE) approach, and that the GEIS should be codified in the Code of Federal Regulations. The NRC decision memorializes the Commission’s commitment to follow through on a proposal that Pillsbury attorneys and firm client....

Potential merger partners of and investors in businesses that have received loans under the Paycheck Protection Program should be aware of particular risks and other diligence considerations. Any potential merger partner or buyer of a recipient of a PPP loan should confirm such recipient’s eligibility for its PPP loan and appropriately allocate the risks of audit and non-compliance....By: Pillsbury Winthrop Shaw Pittman LLP